The posted regulations apply to sales to businesses and consumers.

TERMS AND CONDITIONS OF SALE OF ?CERES?

effective as of 02.06.2019.

constituting an integral part of the Sales Agreement concluded between CERES and the Buyer

§ 1 [Strony i przedmiot Umowy]

1 These Terms and Conditions shall determine the terms and conditions of a sales agreement entered into between ?CERES INTERNATIONAL? Spółka z ograniczoną odpowiedzialnością (hereinafter referred to as Ceres or the Seller) with its seat in Pyzdry (ul. Polna 29, 62-310 Pyzdry), registered in the Register of Entrepreneurs of the National Court Register under KRS number 0000131504, for which registration files are kept by the District Court Poznań ? Nowe Miasto and Wilda in Poznań, 9th Economic Department – National Court Register (NIP: 9720820859, REGON: 631084741), and the Buyer.

(2) The buyer referred to in paragraph. 1 can be an Entrepreneur or a Consumer. Specific provisions relating exclusively to Consumers or introducing differences with respect to contracts concluded with Consumers are regulated in § 9 and in the Law of May 30, 2014. On consumer rights (Journal of Laws of 2014, item 827, as amended).

(3) An entrepreneur is a natural person, a legal person and an organizational unit that is not a legal person, to which a separate law grants legal capacity, performing in its own name a business or professional activity, which concludes a sales contract with the Seller.

(4) A consumer is a natural person who enters into a sales contract with the Seller, the subject of which is not directly related to his economic or professional activity.

5 The object of sale is the goods offered by Ceres ? purchased by Ceres from the manufacturers of these goods or goods produced or modified by Ceres.

§ 2 [Sprzedaż]

(1) The sales contract is concluded on the basis of an order made by the Buyer.

(2) The buyer’s order referred to in paragraph. 1 constitutes an offer to conclude a contract made to Ceres.

(3) The order may be placed in writing, by telephone or by electronic mail.

(4) If an order is placed by telephone, the contract is concluded, subject to paragraph. 5 i 7:

(a) if the Buyer is an entity that has already entered into a contract with Ceres, at the time of Ceres’ undertaking to execute the contract within 7 days, or at the time of Ceres’ acceptance of the order by sending an email or fax to the Buyer, or by telephone contact in which or during which all material provisions of the contract were agreed,

(b) if the Buyer is an entity that has placed an order for the first time, at the time of Ceres’ acceptance of the order by sending an email or fax to the Buyer, or by telephone contact, in which or during which all material provisions of the contract were agreed.

(5) An agreement, the subject of which has an amount equal to or greater than PLN 50,000.00 (say: fifty thousand zlotys) may only be concluded in writing, unless Ceres makes other arrangements with the Buyer and agrees to conclude the agreement in another manner, however, confirming its provisions in writing.

(6) Notwithstanding the provisions contained in paragraph. 4, each contract concluded between Ceres and the Buyer shall be confirmed in writing by issuing a VAT invoice (or receipt) or a WZ document, provided to the Buyer no later than upon receipt of the goods (sales document). The Buyer, no later than 3 days after receiving the sales document, should report in writing any objections to discrepancies between the delivered goods and the order, otherwise the Buyer shall be deemed to have placed an order corresponding to the goods received from Ceres. Within the meaning of these Regulations, the sales document referred to in the first sentence and in the following is a VAT invoice (or receipt) or a WZ document.

(7) The contract is not concluded if Ceres will not have the opportunity to verify the Buyer or the reliability of the order placed by the Buyer by any means referred to in paragraph (7). 4.

(8) The Buyer shall be obliged to provide the Seller with the data necessary for the execution of the order, including the Buyer’s data enabling the Seller to issue accounting documents required by applicable law. Responsibility for errors in the transmission of order data by the Buyer to Ceres (in particular, the Buyer’s company, legal form ? in the case of legal persons and organizational units without legal personality, first and last name in the case of natural persons and the company if possessed, address data, Tax ID, ordered goods and quantity) rests with the Buyer. If the Buyer provides incorrect or incomplete data, Ceres may issue a correction note or correction to the VAT invoice. In special cases, Ceres may require the Buyer to reimburse the cost of sending such a correction or collecting the note in person at Ceres’ headquarters.

(9) A VAT invoice will be issued for each contract, except when the Buyer, instead of a VAT invoice, requests the issuance of a proof of purchase only ? receipt. The VAT invoice (or other proof of purchase) will be delivered to the Buyer no later than upon receipt of the goods by the Buyer or within the statutory period, i.e. no later than the 15th of the month following the month in which the goods were delivered.

10.By receiving the goods, the Buyer declares that he has familiarized himself with these terms and conditions. Information about the applicability of these terms and conditions can be found on each sales document.

(11) Announcements, price lists, advertisements or other information addressed to an unspecified number of entities or posted on the website (WWW) maintained for Ceres company do not constitute an offer within the meaning of the Civil Code.

§ 3 [Zapłata]

(1) Ceres shall issue a VAT invoice or other proof of purchase (receipt) immediately after delivery of goods or performance of services. A VAT invoice or other proof of purchase (receipt) will be given to the Buyer no later than upon receipt of the ordered goods or no later than 7 days after delivery or performance of the service.

(2) The term of payment is 14 days as standard, unless otherwise stated in the sales document.

(3) Payment shall be made in cash at the Ceres company’s cash desk or by wire transfer to a bank account held for Ceres. The bank account number referred to in the previous sentence will be indicated on the VAT invoice or other proof of purchase (receipt).

(4) If payment is made by wire transfer, the day of payment shall be the day on which the payment of the full price for the ordered goods is credited to the bank account maintained for Ceres.

(5) In case of delay in payment by the Buyer of the price for the purchased goods, statutory interest for delay or statutory interest for delay in commercial transactions will be charged ? At the Seller’s option – for each day of delay or interest as separately specified in the concluded contracts.

(6) Shipping and handling costs of the order are determined individually, and if such items are on the order then the VAT invoice or other proof of purchase (receipt) will also include these costs.

(7) Ownership of the object of sale shall pass to the Buyer on the date of payment in full of the price specified on the VAT invoice or other proof of purchase (receipt) ? Reservation of ownership of the sold thing. In the event of a delay in payment by the Buyer of the price (in whole or in part) for the purchased goods, Ceres has the right to take the goods from the Buyer, to which the Buyer agrees.

§ 4 [Realizacja zamówienia]

(1) The Buyer’s order will be fulfilled provided that the goods are available at Ceres’ warehouse or suppliers.

(2) The goods shall be collected by the Buyer, on his own, at the Ceres plant or at any other place designated by Ceres in accordance with the characteristics of the ordered goods. The buyer and Ceres may agree on another way of issuing and receiving (handing over) the goods, with an appropriate fee for the carriage and handling of the order.

(3) The execution of the contract by Ceres shall take place within 30 days of the conclusion of the contract in accordance with the relevant provisions of these Regulations ? depending on the availability of goods in the warehouse or at Ceres’ suppliers, or at such other time as the parties may agree.

(4) In the event that it is not possible to implement all or part of the contract within the time limit referred to in paragraph. 3, Ceres will inform the Buyer of this and indicate a new deadline for the execution of the contract, which should not be longer than another 30 days, except for situations where the deadline has been set individually.

(5) After the expiration of the term of execution of the contract referred to in paragraph. 3 or after the expiration of the additional period referred to in paragraph. 4 in the event that Ceres provides information that the contract cannot be fulfilled within the additional period, the Buyer has the right to withdraw from the contract, unless the contract has been fulfilled at least in part.

(6) In the case of unavailability of some of the goods covered by the order and performance of the contract by Ceres even in part, the Buyer shall be informed of the status of the order and shall decide in writing or by email on the manner of its further execution by partial execution and cancellation of the remaining part of the order or extension of the waiting time for a period longer than indicated in paragraph 4.

§ 5 [Warunki i sposób postępowania przez Kupującego oraz postępowanie reklamacyjne]

I. Applies to the sale of substrates produced by Ceres:

(1) The buyer should report any objections or comments, if any, to the physical characteristics of the goods ordered from Ceres, no later than upon receipt.

(2) The buyer should make a chemical analysis of the substrate before use and make a fertilization study based on the analysis in relation to the plant and the cultivation system, in order to properly use the goods ordered from Ceres.

3 Ceres reports that in the case of substrates containing coconut fiber in their composition, an increased content of potassium is possible, which should be taken into account when planning to grow plants in this substrate.

4 Ceres reports that the capacity of substrates is determined in accordance with the European standard EN 12580.

5 Ceres informs that the quantity tolerance of the made ground delivered in big bag type packages is +/- 10% of the ordered quantity.

(6) The Buyer, in the event of noticing the first irregularities that may be related to the substrate, should immediately, but no later than within 3 days, report such circumstance to Ceres in order to determine whether the goods are defective, whether the defect in the goods already existed at the time of sale, or whether the defect arose due to reasons attributable to the Buyer (e.g., poor substrate adaptation, incorrect chemical analysis, incorrect fertilization, etc.).

7 Ceres shall not be liable for damage to the ordered goods or damage to the Buyer’s property caused by errors or irregularities committed during cultivation by the Buyer or persons for whom the Buyer is responsible.

8. substrates should be stored in a dry and cool place.

II. Applies to the sale of Ceres Kokopak coconut mats manufactured by Ceres

(1) The buyer should report any objections or comments, if any, to the physical characteristics of the goods ordered from Ceres, no later than upon receipt.

(2) The buyer should make a chemical analysis of the substrate before use and make a fertilization study based on the analysis in relation to the plant and the cultivation system, in order to properly use the goods ordered from Ceres.

3 Ceres reports that in the case of substrates containing coconut fiber in their composition, an increased content of potassium is possible, which should be taken into account when planning to grow plants in this substrate.

4 Ceres informs that Kokopak coconut mats after laying on the cultivation site should be hydrated before cultivation until the appearance of overflow.

(5) The Buyer, in the event of noticing the first irregularities that may be related to the substrate, should immediately, but no later than within 3 days, report such circumstance to Ceres in order to determine whether the goods are defective, whether the defect in the goods already existed at the time of sale, or whether the defect arose due to reasons attributable to the Buyer (e.g. poor substrate adaptation, incorrect chemical analysis, incorrect fertilization, etc.).

(6) Ceres shall not be liable for damage to the ordered goods or damage to the Buyer’s property caused by errors or irregularities committed during cultivation by the Buyer or persons for whom the Buyer is responsible.

III. Applies to the sale of Ceres PRESPAK coconut mats

(1) The buyer should make a chemical analysis of the substrate before use and make a fertilization study based on the analysis in relation to the plant and the cultivation system, in order to properly use the goods ordered from Ceres.

2 How to properly prepare Ceres PRESPAK coconut mats:

a. The coconut mats should be laid on the target site,

b. Cut holes in the place where the plants are to be planted,

c. capillaries should be placed at the site of future plants to supply water to the mat,

d. Pour water over the mats until the full capacity of the mat is reached,

e. Make drainage holes on both sides of the mat (minimum 6),

f. The mats should be flushed with clean water (5-10 minutes of irrigation and 20-30 minutes of interruption), until the drainage EC is close to the EC of the water used for flooding.

(3) The buyer should report any objections or comments, if any, to the physical characteristics of the goods ordered from Ceres, no later than at the time of receipt.

(4) Due to the characteristics and use of Ceres PRESPAK coconut mats, complaints about the expansion of compressed coconut mats and other compressed coconut products shall be accepted by Ceres within a maximum period of 60 days from the date of receipt by the Buyer, unless another period has been individually agreed in writing.

(5) Ceres shall not be liable for damage to the ordered goods or damage to the Buyer’s property caused by errors or irregularities committed during cultivation by the Buyer or persons for whom the Buyer is responsible.

IV. Applies to the sale of film and agro-textile.

The basis for the claim of film or agro-textile is the label on the roller and proof of purchase.

V. Applies to the sale of shade netting.

(1) The basis for the claim of shade netting is the label on the roller and proof of purchase.

(2) The shade net has a 36-month progressive warranty (the time during which the product was used is subtracted from the entire warranty period and any compensation is only for the remaining warranty period).

VI. Applies to the sale of polypropylene fabrics.

(1) The basis for the claim of polypropylene fabrics is the label on the roller and proof of purchase.

(2) Polypropylene fabrics have a progressive warranty (the time during which the product was used is subtracted from the entire warranty period and any compensation is made only for the remaining warranty period).

Stabilization for Agrolys fabric black and white color is 800 kLy, while brown and green color is 400 KLY.

Stabilization for Greek fabric is 700 kLy.

Stabilization for Bonar fabric is 500 kLy ie. 5-year warranty.

Stabilization on Basic fabric is 600 kLy

VII. Applies to the return of big bag packaging.

We would like to inform you that the big bag type packaging in which the purchased goods are packed should be returned to Ceres headquarters within 45 days from the date of purchase. Upon return of the packages, the Buyer will be refunded the deposit he paid for them. After this deadline is exceeded, the buyer is not entitled to a refund of the deposit he paid for the big bag packages and Ceres has the right to refuse to accept the return of the packages.

§ 6 [Postanowienia dotyczące odpowiedzialności Ceres]

(1) Ceres shall be liable to the Buyer if the goods have a physical or legal defect. A physical defect consists in the non-conformity of the goods with the contract, which can be expressed through: (i) does not have the characteristics that a thing of this kind should have in view of the purpose specified in the contract or resulting from the circumstances or intended use (ii) does not have the qualities the Seller assured the Buyer of its existence (iii) is not suitable for the purpose which the Buyer informed the Seller at the conclusion of the contract, and the Seller did not object to such purpose (iv) was delivered to the buyer in an incomplete condition. The seller is liable under warranty for physical defects that existed at the time when the danger passed to the buyer or arose from a cause inherent in the sold thing at the same time. In the case of a legal defect, the Seller is liable to the Buyer if the goods are the property of a third party or if they are encumbered by a right of a third party, and if the restriction on the use or disposal of the thing results from a decision or ruling of a competent authority.

(2) If the ordered goods are shipped by Ceres to the Buyer and mechanical damage to the shipment is found upon receipt by the Buyer, occurring during delivery to the Buyer, the Buyer is obliged to make a claim with a report of damage to the shipment/goods signed by the courier or representative of the entrepreneur making the delivery (driver), or with a delivery document on which there is a relevant annotation about the damage.

3 Ceres is certified for its substrate mixtures and is not liable in any way for substrate mixtures (including any defects associated with such mixtures) produced according to the Buyer’s formula, as it does not conduct research activities.

(4) Ceres shall not be liable for damage to the ordered goods or damage to the Buyer’s property caused by errors or irregularities made during cultivation by the Buyer or persons for whom the Buyer is responsible.

(5) Ceres shall not be liable for damage to the ordered goods caused by improper use or use by the Buyer or by persons for whom the Buyer is responsible.

(6) Ceres shall not be liable for damage or injury to the ordered goods resulting from the Buyer’s failure to comply with the provisions of these regulations, created for the proper and intended use of the goods.

7. Ceres is exempt from liability under the warranty if the Buyer knew of the defect in the item at the time of the conclusion of the contract or, in the case of goods marked as to species ? At the time of release of goods.

(8) Ceres shall not be liable for physical defects in the goods that did not exist at the time when the danger passed to the buyer or did not result from causes inherent in the sold thing itself.

(9) In the case of Buyers who are not Consumers, the provisions of these Regulations shall apply before the provisions governing warranty for defects referred to in the Civil Code.

§ 7 [Reklamacje]

(1) In the case of a justified complaint filed by the Buyer in writing or electronically, the damaged goods will be immediately repaired or replaced with other, full-quality goods, but no later than within 14 days after Ceres recognizes the complaint.

(2) If it is not possible to repair or replace the damaged goods in accordance with the provision of paragraph. 1, and the Buyer’s complaint is justified and accepted by Ceres, the Buyer, at his/her choice, will be refunded the equivalent of the price of the ordered goods or will receive other available goods in stock of his/her choice offered by Ceres corresponding to the value of the ordered and damaged items.

(3) Complaint shall be submitted directly to the registered office or by mail to the address of the registered office of Ceres for the written form or by e-mail ceres@ceres.pl.

(4) A complaint shall be submitted in writing or in electronic form. The Buyer may verbally communicate his intention to file a complaint and the reasons therefor, in order to promptly inform Ceres of any defects in the goods, but this shall not relieve the Buyer of his obligation to file a complaint in writing or electronically. The complaint, if justified, may be accepted by ?CERES INTERNATIONAL? Ltd. only after it has been submitted by the Buyer in writing or in electronic form.

§ 8 [Gwarancja]

(1) The guarantee shall specify the obligations of the guarantor and the rights of the Buyer, in case the property of the sold goods does not correspond to the property indicated in the guarantee statement.

(2) Ceres may provide the Buyer with a guarantee as to the quality of the item sold, if it is stipulated with a specific product included in the sales offer, and Ceres has issued a guarantee document to the Buyer specifying Ceres’ obligations and the Buyer’s rights.

(3) The Buyer may receive a manufacturer’s warranty for the goods ordered from Ceres if it is provided for and granted by the manufacturer, and Ceres has issued a warranty document to the Buyer specifying the manufacturer’s obligations and the Buyer’s rights.

§ 9 [Postanowienia szczegółowe dotyczące Konsumentów]

(1) The consumer to the sales document referred to in § 2 para. 6 Ceres will include these Regulations and their attachments.

(2) In the case of Consumers, the provisions of these Regulations shall apply only if they do not contradict mandatory provisions of law.

(3) A consumer who has concluded a contract at a distance or off-premises Ceres may withdraw from the contract within 14 days without stating a reason.

(4) The period for withdrawal from the contract shall begin (i) for the contract in the performance of which Ceres delivers the thing, being obliged to transfer its ownership – from the taking of possession of the thing by the Consumer or a third party other than the carrier designated by the Consumer, and in the case of a contract that includes multiple things that are delivered separately, in batches or in parts – from the taking of possession of the last thing, batch or part.

(5) The consumer shall be informed of the right to withdraw from the contract by appropriate information on the purchase document.

(6) The consumer may withdraw from the contract by submitting a statement of withdrawal to Ceres. The statement can be submitted according to the model attached as Appendix 1 to the Regulations.

(7) The statement can be submitted directly at the registered office or by mail to the address of Ceres’ registered office for the written form or by e-mail ceres@ceres.pl.

(8) If the Consumer has chosen a method of delivery other than the cheapest ordinary method of delivery offered by Ceres, Ceres shall not be obliged to reimburse the Consumer for the additional costs incurred by the Consumer.

(9) The consumer shall bear the direct costs of returning the item to Ceres.

(10) The consumer shall be liable for any diminution in the value of the thing resulting from use beyond what is necessary to ascertain the nature, characteristics and functioning of the thing.

§ 10 [Zgoda na wykorzystanie wizerunku]

(1) By purchasing goods from the Seller, the Buyer agrees, free of charge and irrevocably:

a. one-time or repeated recording in the form of footage or photography of one’s image or the image of persons employed by the Buyer during the act of receiving goods from Ceres or during the act of using a product purchased from Ceres,

b. public use and dissemination of his image or the image of persons employed by the Buyer, recorded in the form of film footage or photographs, via the Internet and websites publicly accessible or accessible after meeting certain conditions (logging in),

c. Reproduction and printing, as well as making available in catalogs, brochures, leaflets,

– for marketing, promotional and advertising purposes of the Seller.

(2) For the avoidance of doubt, the Buyer acknowledges that the consent referred to in Section 1 is granted primarily for the purpose of preparation and distribution by the Seller via the Internet of short advertising films or photographs, which will relate to the use of products offered by the Seller.

(3) The Buyer, above and beyond the above, declares that he waives his rights related to the control and approval of each use of footage or photographs referred to in Section 1.

(4) The Buyer acknowledges that the footage or photographs will be produced by prior arrangement with the Buyer at the Buyer’s place of business.

§ 11 [Postanowienia końcowe]

(1) The content of these terms and conditions shall be binding on the parties to the Ceres sales contract and the Buyer in accordance with its wording as of the conclusion of the contract.

(2) The buyer, upon entering into a contract of sale with Ceres, declares that the content of these regulations is understandable to him and does not raise any objections.

(3) Any disputes between the parties to the sales contract shall be resolved first by negotiation, and then resolved by the Court of competent jurisdiction of Ceres.

(4) The contract of sale of goods shall be concluded in accordance with Polish law and in the Polish language.

(5) In matters not covered by these regulations, the provisions of the Civil Code, the Act of May 30, 2014 shall apply. On consumer rights (Journal of Laws of 2014, item 827, as amended), the Law of February 4, 1994. On Copyright and Related Rights (Journal of Laws No. 24, item 83, as amended).

Appendix 1 to the Regulations:

Printable regulations: