Koninklijke Vereniging Het Comité van Graanhandelaren Royal Dutch Grain and Feed Trade Association (Het Comité) Rotterdam

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1 Koninklijke Vereniging Het Comité van Graanhandelaren Royal Dutch Grain and Feed Trade Association (Het Comité) Rotterdam Conditions of the Dutch Trade in Grain and Feed Materials (CNGD) Revised on 16 th April 2012 and effective from 1 st of May 2012

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3 Conditions of the Dutch Trade in Grain and Feed Materials (CNGD*) Unless indicated otherwise in the margin, all articles refer to Grains, Feed Materials and Animal Proteins. I. Contract Note Article 1 Article 2 All transactions concluded on the Conditions of the Dutch Trade in Grain and Feed Materials shall be confirmed at the latest on the day following the day of conclusion by sending a contract note stating that the transaction was concluded on the abovementioned Conditions. 1. If the transaction is concluded through a broker, the broker shall inform the buyer and the seller of their respective names - if the parties are not yet familiar with each other's name - immediately after concluding the transaction and send identical contract notes to the buyer and the seller. Either party shall be entitled to request direct confirmation (duplicate contract note) from the other party within 1 week following the day of concluding the transaction. The party requesting this confirmation shall send the other party a signed contract note as well as a contract note which, as far as the facts are concerned, is identical, to be counter-signed by the other party. 2. If the requesting party has not received the duplicate contract note, duly signed by the other party, within four days following the day on which it was sent, the requesting party may send a new request during the next four days. 3. If a further four days have expired after this request without the signed duplicate contract note having been received by the requesting party, the latter shall be entitled: 1. to consider the transaction null and void; 2. to demand settlement at the market price prevailing on the day following the day on which he gave notice thereof to the other party by registered mail; 3. to have the goods sold or bought, as the case may be, through a broker or agent within four days from the above-mentioned time limit and to demand settlement on the basis thereof. 4. If the requesting party wishes to make use of the rights referred to in paragraph 3,sub paragraphs 1 and 3, he shall, on pain of the lapse of his rights, inform the other party thereof by registered mail within four days from the expiry of the afore-mentioned period of four days, failing which he shall only have the right referred to under If a contract is concluded through brokers, the buyer and seller shall have the right to immediately refuse to accept the seller or buyer notified to them in accordance with paragraph 1, unless, prior to concluding the contract, the names of the buyer and seller were given and accepted other party and the broker thereof immediately in writing, without reserve. In the event of such a refusal, the party concerned shall be obliged to notify the counterparty and the authorised representative in writing. * CNGD is the Dutch abbreviation of "Conditiën van de Nederlandse Handel in Granen en Diervoedergrondstoffen" 3

4 Article 3 Article 4 1. If a transaction is concluded directly between the seller and the buyer, the contract note shall be sent by the seller, who shall have the right to request confirmation from the buyer. 2. If this contract note has not been received by the buyer within two days from concluding the transaction, the latter shall have the right to send his own contract note and to request confirmation thereof, provided that he does so on the third day following the day of concluding the transaction. 3. If three days have passed without either of the parties having sent a contract note, the transaction shall be deemed not to have been concluded. 4. If confirmation has been requested but has not been received by the other party within four days following the day the contract note was sent, the provisions of Article 2 paragraph 2 et seq. shall apply. If no objections have been raised to the contract note on the morning of the first day following the day of its receipt, the contents of said note shall be deemed to have been approved. II. Delivery and Receipt A. General Conditions Article 5 Article 6 1. The buyer shall be obliged to elect domicile with a superintendent in all matters related to the receipt of parcels. The seller shall be informed of the name of the superintendent in good time. The buyer shall ensure that his superintendent is instructed in good time so as to enable him to receive the goods and to provide cargo space as soon as this is requested. 2. If the buyer fails to state the name of his superintendent he shall, in the event that a superintendent acts on his behalf, even without having been instructed to do so, be responsible for the superintendent's actions if the latter is known as the buyer's superintendent or one of the buyer's superintendents. 3. The superintendent acting on behalf of the buyer or seller shall, for that matter, be considered to be the representative for all matters relating to the receipt or delivery of the goods and any arbitration in respect of quality and condition. 1. The seller shall arrange for the delivery from ocean-going vessel or equivalent space or from an inland barge and shall inform the buyer or his representative of the day and the hour as from which cargo space must be made available to the seller. The same applies to goods which have been sold as spot goods and which are still in the above-mentioned space. The seller should also provide the buyer or his authorized representative the customs status of the goods to be supplied. 2. The buyer or his representative shall be allowed at least six hours to arrange for the cargo space requested. This applies to both the harbour area of Rotterdam (City, Waalhaven, Botlek and Europoort), and the harbour area of Amsterdam including IJmuiden. 3. Cargo space requested after hours need not be alongside before hours the following morning. Cargo space ordered after hours shall be deemed to have been ordered at hours the following morning. 4

5 Space which has to be provided on a Monday before hours, must be requested on Friday before hours by the first f.o.b. seller. However, the next requests in a string of f.o.b. contracts may be made until hours at the latest. Every request made after hours on a Friday afternoon shall be considered to have been made at hours on Monday morning. If requested, deliveries must also be received at night. 4. If the seller has not requested cargo space one day after discharge of the ocean-going vessel in the event of a contract for shipment of for arrival, he shall, if requested to do so, be obliged to indicate the parcel which he will deliver or state the marks and countermarks thereof. Delivery of another parcel shall then no longer be allowed. The seller shall be obliged to proceed to deliver as soon as he is able to do so. If delivery has not taken place within 90 days after the last day of discharge of the oceangoing vessel, the contract shall be rescinded by operation of law. 5. If goods are carried by ocean-going vessels which can, on account of their draught, only pass the locks of IJmuiden after part of these goods have been discharged in the outer harbour of IJmuiden, the sellers shall have the right to deliver the goods which have to be lightered in IJmuiden. Any resulting differences in freight shall be for the sellers' account. Article 7 Article 8 Article 9 1. The time limits to be observed by the buyer in the exercise of his rights shall not be affected if the seller makes the arrangements for the transportation of the goods at the buyer's request. 2. If the buyer instructs the seller to arrange for cargo space in a named vessel and the latter agrees to do so, the buyer shall remain responsible for ensuring that this cargo space is available at the time indicated by the seller, provided that the latter is not in default in this respect. 1. If the buyer has provided cargo space, the seller shall load this space in order of arrival alongside the vessel or quay and may deviate there from only for loading into regular service vessels. 2. If the buyer has provided cargo space in a vessel at the seller's request, the latter shall ensure that the vessel is loaded within the usual loading time. The loading time for lighters shall be the same as the loading time for vessels which would have loaded the same amount of cargo. The loading of regular service vessels shall be commenced within four working hours from the time for which cargo space was requested and put alongside and loading shall continue uninterruptedly. 3. Any demurrage and/or other expenses caused by the fact that the seller failed to comply with the above stipulations shall be borne by the seller. 1. If the buyer has not provided cargo space at the time indicated, the seller shall have the right to discharge into lighter, barge, warehouse, silo or equivalent storage space and to deliver there from. 2. The seller shall in that case be obliged to make the goods available to the buyer as provided in Article 17, paragraph 3 et seq. with respect to spot goods. The rights and obligations of both parties described in these paragraphs shall be applicable. 3. All costs occasioned by the default as described in paragraph 1 shall be reimbursed by the buyer. 4. If the goods have been discharged by the ocean-going vessel into warehouse or silo or onto the quay and no cargo space has been provided at the time indicated, the seller shall not be obliged to reload the goods into lighter or other storage space. 5

6 In this case the warehouse or quay shall be deemed to be the storage space as referred to in Article 17, paragraph Any short weight or overweight of goods loaded into lighter etc. shall be for account of the defaulting buyer. 6. If the goods have already been discharged into a storage space other than a captain's barge at the time of arrival of the cargo space, even if provided at the arranged time, the buyer shall in special circumstances (circumstances which may occur during discharge) to be judged by arbitrators, nevertheless be obliged to take delivery of the goods, provided that no extra costs are incurred and on condition that the identity of the goods is preserved. Article 10 Article 11 Article 12 Article 13 Article All sales shall be intended as sales 'in bulk' unless 'in bags' was agreed upon at the time of the purchase. 2. If the buyer has bought 'in bags', the seller shall have the right to deliver either directly from the vessel or from lighter or warehouse, via a bagging installation, if necessary. Each delivery shall be considered a separate contract. Non-fulfilment of a delivery shall not invalidate the contract with respect to other deliveries under the same contract or under any other contracts entered into between the same parties. 1. If sold 'f.o.b.', delivery shall take place at the place where the goods are loaded. 2. If sold 'free on railway wagon' or 'free on lorry/roadtruck', delivery shall take place at the place where the goods are loaded. 3. If sold 'c.i.f.' or 'freight paid', delivery shall take place at the place where the goods are loaded. 4. If sold 'franco', delivery shall take place at the place of destination. 5. If loaded or stored goods are sold, delivery shall take place at the time of concluding the contract of sale. The seller shall allow the buyer time for examining the goods until hours the next day. 1. If the condition of the goods being sound is not included in the contract note, the goods will have to be received under all circumstances, without prejudice to the buyer's right to claim arbitration on account of the goods being out of condition and/or a difference in quality. 2. If the transaction concerned took place on condition of the goods being sound, the buyer shall have the right to reject the goods if it is decided in arbitration that the goods were out of condition. However, the buyer shall not be entitled to claim damages on account of the goods being out of condition if he accepts the goods. 3. Goods which are slight dry warm, without being affected thereby, and which in connection with this have a slight smell or goods which, without being affected thereby, do not, to a small extent, comply with the condition of being sound, shall be considered sound. 1. If a parcel sold as being sound has been sold in full and is discharged partly damaged, the buyers shall accept their pro rata share of the sound part, the transaction for the remaining part being cancelled without the buyers being able to claim any damages in respect of the cancelled part. The seller shall not be obliged to offer the damaged part to the buyers, without prejudice to the buyers' right to have it ascertained in arbitration whether or not the goods were indeed damaged. The provisions of this paragraph shall not apply if the buyer proves that the goods were shipped out of condition. 6

7 2. If a parcel sold as being sound has been sold in part and is discharged partly damaged, the seller shall deliver sound goods while supplies last. 3. Goods which were delivered in sound condition prior to damage being discovered shall not be taken into account when determining the pro rata distribution of the sound goods and shall remain delivered; nor shall there be a further delivery or settlement if the seller has delivered in part, calculated on the basis of a properly substantiated, original, estimate of his share in the damaged part of the goods, even if this estimate later turns out to have been incorrect. 4. If it does not prove possible to effect this distribution on board the vessel, the seller shall, at his own expense, discharge the goods into lighter or warehouse and distribute from there. 5. This article shall not apply if sold spot or for forward delivery. Article If sold by sample through a broker, the sample to be supplied by this broker shall be binding. 2. If sold by sample other than through a broker as well as in cases in which the broker is unable to supply a sample, the sample to be provided by the seller shall be binding, unless the buyer provides a sample which has been sealed by the seller or with the latter's authorization. Grains 3. Unless otherwise agreed, sales shall be on the basis of 'fair average quality'. When considering the quality, earlier handling of the sample shall be taken into consideration. Feed 3. Unless otherwise agreed, sales shall be on the basis of 'good merchantable quality'. Materials Animal Proteins Article 16 If the buyer rejects any goods, the seller shall have the right to dispose of such goods, without prejudice, for that matter, to any other rights and obligations the parties may have towards each other. B. Spot Goods Article Spot goods stored in warehouse, bonded warehouse or silo shall be made available to the buyer and be received by the latter in consultation with the seller, within three days, inclusive of the date of sale. 2. If the buyer or seller fails to observe this time limit, the party which is not in default shall have the right to refuse to receive or deliver the goods, as the case may be - provided the defaulting party is notified in advance and allowed another 24 hours to receive or deliver the goods - and to claim damages, which shall include all expenses caused by the default. 3. Spot goods stored in lighter shall be made available to the buyer and be received by the latter within three days from the date of sale. The seller shall inform the buyer or his representative of the date and the hour as from which cargo space is to be provided, which information shall be provided at the latest on the previous day. 4. If the buyer has not provided cargo space at the time indicated, the seller shall have the right to store the goods in warehouse, bonded warehouse or silo at the buyer's expense, of which he shall inform the buyer or the buyer's representative forthwith. The provisions of paragraphs 1 and 2 shall subsequently apply, on the understanding that in paragraph 1 'date of sale' shall be read as 'date of storage/stowage'. 5. If the seller does not exercise this right and leaves the goods in lighter, he shall inform the buyer thereof forthwith while allowing the latter another 24 hours to receive the goods. If the buyer is still in default after this time, the seller shall have the right not to deliver the goods and to claim damages, which shall include all expenses caused by the default. 7

8 6. If the seller fails to observe the time limit laid down in paragraph 3, the buyer shall have the right to refuse to receive the goods - provided the seller has been notified in advance and has been allowed another 24 hours to deliver the goods - and to claim damages. The seller shall, however, be allowed to exceed the time limit after notifying the buyer or the buyer's representative, if he can sufficiently prove that the delay was due to circumstances beyond his control. Article 18 Article Spot goods as referred to in Article 17 shall only have to be received if they are in conformity with the terms of sale, differences in natural weight of less than 2 kgs and analysis differences with respect to the warranted percentage(s), however, excepted. 2. Delivery of a quality superior to the agreed quality shall not entitle the buyer to reject the goods or to claim compensation. 3. If the appropriated goods do not comply with the terms of sale, the seller shall be entitled to appropriate another parcel one more time. The buyer shall only have the right to claim damages for non-delivery, if it may reasonably be assumed that the seller could have known that his goods did not comply with the terms of sale. If sold in lighter/barge before hours, the rent of the lighter or barge shall be for the buyer's account commencing on the day following the day of sale, even if that day happens to be a Saturday, a Sunday or a public holiday; for sales effected after hours the rent shall be for the buyer's account commencing on the second day following the day of sale. If sold 'in store/silo', the rent for the store or silo shall be for buyer's account as from the first day of the next term of the rent. C. Contracts for forward delivery Article 20 Article 21 Article 22 Grains 1. During the entire delivery period the seller shall have the right to deliver, while the buyer shall be under the obligation to receive the goods after receiving notice of appropriation. If the buyer rejects the goods tendered, whether by mutual agreement or by award of arbitration, the above right and obligation shall continue to exist. 2. Tender for delivery may, however, be given no more than four times. The seller shall be obliged to compensate the buyer for any expenses the latter may have incurred in vain. 3. In the case of non-delivery the seller shall be obliged to settle at the market price if this exceeds the contract price. 1. The buyer shall only have to accept goods which are in conformity with the terms of sale, with the exception, however, of analysis differences with respect to the warranted percentage(s). 2. Delivery of a quality which is superior to the agreed quality shall not entitle the buyer to reject the goods or to claim compensation. 1. The buyer shall be obliged to take delivery from more than one storage space, provided that the goods can be delivered there from within three days, but the seller shall compensate the buyer in respect of all extra expenses incurred as a result. 2. In the case of contracts covering 200,000 kgs or more, the seller shall be entitled to deliver in one consignment or by instalments but always in quantities of at least 100,000 kgs. 8

9 Feed Materials Animal proteins Article In case of carriage paid free carrier contracts over at least 25,000 kg on arrival, the sellers have the right to deliver at once or in parts, however, each time not with a lesser quantity than 15,000 kg. 1. If goods are tendered for delivery from an ocean-going vessel or equivalent space or from an inland barge, the provisions of Articles 5, 6, 7, 8 and 9 shall apply to the receipt thereof. If tendered for delivery from lighter, warehouse, silo, storage space or equivalent space, space shall be provided upon request. If the buyer fails to comply with same, the relevant provisions of Article 17 shall apply. 2. If a vessel that is already loaded is tendered for delivery in the case of c.i.f. or freightpaid sales, the provisions of Article 12, paragraph 5 shall apply. D. Contracts for shipment Article 24 Article 25 Grains proteins Feed Materials Animal proteins 1. If the contract calls for shipment without any further stipulations, this shall be understood to mean delivery out of an ocean-going vessel or inland barge, direct or indirect, with or without transhipment. If a contract for shipment provides for shipment by a named vessel and for a given voyage, the buyer shall have to accept shipment in a substitute vessel put up by the owners. 2. In the event of a contract for shipment the seller shall state the name of the vessel and the quantity shipped therein under the contract concerned as soon as possible but at the latest three days before the estimated date of arrival, at least in so far as this is possible on the basis of the receipt of the c.i.f. appropriation to the first seller. Notice of appropriation shall be given as soon as possible. Oral notice or notice given by telephone shall be confirmed in writing forthwith. 3. If notice of appropriation is not given until after the arrival of the vessel and expenses are incurred by the buyer as a result, such expenses shall be refunded by the seller to the buyer. 4. The seller shall be entitled to withdraw an appropriation and to appropriate goods in another vessel provided the vessel appropriated or the vessel to be appropriated has not yet arrived and he can, moreover, prove that the appropriation to the first seller has been altered or that errors in communication have occurred. 1. In the event of contracts for shipment covering quantities of 200,000 kgs or more, the sellers shall be entitled to deliver in one consignment or by instalments but always in quantities of at least 100,000 kgs. The buyer shall not have to accept a parcel which has not been shipped within the stipulated period. 1. In the event of contracts for shipment covering quantities of 25,000 kgs or more, the sellers shall be entitled to deliver in one consignment or by instalments but always in quantities of at least 15,000 kgs. The buyer shall not have to accept a parcel which has not been shipped within the stipulated period. 2. The date of the Bill of Lading or shipping document shall be taken as evidence of the time of shipment unless the contrary is proved. The seller shall be obliged to cooperate in enabling the buyer to verify the correctness of the date on the Bill of Lading. In case of a through Bill of Lading the ship's log, a statement signed by or on behalf of the Master or any other evidence produced by the seller shall be conclusive. 3. All official certificates issued in the country of shipment which are accepted by the importers as sufficient evidence with respect to the quality, shall likewise be accepted by the buyer as sufficient evidence with respect to the quality. 9

10 Article 26 Article 27 Article 28 Article 29 Article 30 Delivery of a quality superior to the agreed quality shall not entitle the buyer to refuse delivery or to claim compensation. (cancelled) 1. If goods sold for shipment are not appropriated the seller shall be obliged to settle at the market price if this exceeds the contract price. 2. If no or only partial delivery (exceeding the margin of 'about', if applicable) is made of goods sold for shipment out of an appropriated vessel or of a parcel sold while stating the name of the vessel, except for damage and/or shortweight to be proven to the satisfaction of arbitrators and without prejudice to the provisions of Articles 14 and 29, the seller shall be obliged, at the buyer's option, either to settle the full undelivered quantity (in which case the margin of 'about', if applicable, is not be taken into consideration) at the market price if this exceeds the contract price as well as to refund any dead freight and other costs reasonably incurred as a result of non-delivery (including the costs incurred by a subsequent buyer), or to compensate the buyer for all foreseeable and attributable losses suffered by the latter as a result of the non-delivery. These losses, which may consist of loss of profit suffered by the buyer, shall be sufficiently proven, if necessary also to arbitrators. Loss of profit suffered by subsequent buyers shall under no circumstances qualify for compensation. 3. Any shortage ('about', if applicable, also to be taken into consideration) shall be settled at the market price prevailing at the time the shortage was ascertained, irrespective of whether this market price is in favour of the buyer or the seller. 1. If the buyer has been given the right to reject or if the seller has been given the right no longer to deliver, the transaction shall be considered cancelled except for the provision of Article 48, paragraph If the name of the vessel in which the parcel sold has been shipped or is being loaded has been declared, the contract shall be rescinded if this vessel is wrecked or if the entire parcel sold as sound is discharged damaged or if such a part of it is damaged that the underwriters take the entire parcel for their account. 3. Appropriation in a vessel which the seller knows or could reasonably have known to be not seaworthy as a result of damage, or which is or has become otherwise unfit for the transport concerned, shall not be permitted. 1. In the case of shipment by ocean-going vessel the seller shall deliver from ocean-going vessel or equivalent space while in the case of shipment by inland barge the seller shall deliver from inland barge, all this without prejudice to the provisions of Articles 9 and If, through no fault of the c.i.f. buyer, the goods have not been discharged at the port of destination but in some other port, the seller shall be allowed to deliver from the vessel in which the goods have been transhipped for transport from such other port to the port of destination. 10

11 E. Contracts for arrival Article 24a 1. If sold for arrival the seller shall deliver from ocean-going vessel or equivalent space or from inland barge if the goods have arrived by inland barge, which has arrived within the stipulated period. Articles 9 and 10 shall apply mutatis mutandis. 2. If sold for arrival the seller shall state the name of the vessel and the quantity shipped in this vessel under the contract concerned as soon as possible but at the latest three days before the estimated date of arrival, at least in so far as this is possible on the basis of the receipt of the c.i.f. appropriation to the first seller. Notice of appropriation shall be given as soon as possible. Oral notice of appropriation or notice of appropriation given by telephone shall be confirmed in writing forthwith. 3. If notice of appropriation is not given until after the arrival of the vessel and expenses are incurred by the buyer as a result, such expenses shall be refunded by the seller to the buyer. 4. The seller shall be entitled to withdraw an appropriation and to appropriate the goods in another vessel which is expected to arrive within the stipulated period, if he can prove that the vessel originally appropriated, through no fault of his, turns out to be unable to reach the port of destination in time and as a result will not be able to arrive within the period stipulated, or if he can prove that the appropriation to the first seller has been altered or that there have been errors in communication. If the appropriation referred to in this paragraph cannot be given by the first seller two days prior to the estimated date of arrival and expenses are thereby incurred by the buyer, such expenses shall be refunded to the buyer by the seller. 5. In the circumstances referred to in paragraph 4 and provided that Forward delivery/arrival was stipulated, the first seller shall moreover be entitled to as yet withdraw one or more appropriation(s) and, provided that the provisions for contracts for forward delivery can still be complied with, replace such appropriation(s) by an appropriation pursuant to Article 20 of the Conditions. 6. Each subsequent seller shall be obliged to immediately and correspondingly withdraw and to state the substitute vessel or give notice of appropriation pursuant to Article 20. Article 25a 1. Where contracts for arrival covering quantities of 200,000 kgs or more are concerned Grains the sellers shall be entitled to deliver in one consignment or by instalments but always in quantities of at least 100,000 kgs. The buyer shall not have to accept a parcel which has not arrived within the stipulated period. Feed 1. Where contracts for arrival covering quantities of 25,000 kgs or more are concerned, Materials the sellers shall be entitled to deliver in one consignment of by instalment but always Animal in quantities of at least 15,000 kgs. The buyer shall not have to accept a parcel which proteins has not arrived within the stipulated period. 2. All official certificates issued in the country of shipment which are accepted by the importers as sufficient evidence with respect to the quality shall likewise be accepted by the buyer as sufficient evidence with respect to the quality. Article 26a Article 27a Delivery of a quality superior to the agreed quality shall not entitle the buyer to refuse delivery or to claim compensation. (cancelled) 11

12 Article 28a Article 29a Article 30a 1. If goods sold for arrival are not appropriated the seller shall be obliged to settle at the market price if this exceeds the contract price. 2. If no or only partial delivery is made (exceeding the margin of 'about', if applicable) of goods sold for arrival out of an appropriated vessel, except for damage and/or deficiency to be proven to the satisfaction of arbitrators and without prejudice to the provisions of Articles 14 and 29a, the seller shall be obliged, at the buyer's option, either to settle the full undelivered quantity (in which case the margin of 'about', if applicable, is not be taken into consideration) at the market price if this exceeds the contract price as well as to refund any dead freight and other expenses reasonably incurred as a result of nondelivery (including those incurred by a subsequent buyer), or to compensate the buyer for all foreseeable and attributable losses suffered by the latter as a result of the non-delivery. These losses, which may consist of loss of profit suffered by the buyer, shall be sufficiently proven, if necessary also to arbitrators. Loss of profit suffered by subsequent buyers shall under no circumstances qualify for compensation. 3. Any shortage ('about', if applicable, also to be taken into consideration) shall be settled at the market price prevailing on the day the shortage is ascertained, irrespective of whether this market price is in favour of the buyer or the seller. 1. If the buyer has been given the right to reject or if the seller has been given the right not to deliver, the contract shall be considered rescinded except for the provision of Article 48, paragraph If the name of the vessel in which the parcel sold has been shipped or is being loaded has been declared, the contract shall be rescinded if this vessel is wrecked or if the entire parcel sold as sound is discharged damaged or if such part of it is damaged that the underwriters take the entire parcel for their account. 3. Appropriation in a vessel which the seller knows or could reasonably have known to be not seaworthy as a result of damage, or which is or has become otherwise unfit for the transport concerned, shall not be permitted. If, through no fault of the c.i.f. buyer, the goods have not been discharged at the port of destination but in some other port, the seller shall, provided that the provisions for contracts for arrival can still be complied with, be allowed to deliver from the vessel in which the goods have been transhipped for transport from such other port to the port of destination. III. Weight and quality Weight Article Certificates issued by the institutes certified in accordance with general accepted standards shall be considered to be sufficient proof of the weight delivered. 2. The probative value of certificates issued by institutions not certified in accordance with general accepted standards is left to the judgment of arbitrators. 12

13 Quality: Natural weight Article 32a Grains Grains Grains Grains 1. The natural weight shall be the natural weight of the entire c.i.f. parcel out of which delivery was made, to be ascertained on the 20-litre scale, unless it is customary to have this weight ascertained on board the ocean-going vessel or equivalent space. 2. If the seller-importer has omitted to have the natural weight ascertained, the data to be supplied by the receiver may serve as a basis for the settlement of that weight. 3. The buyer shall be obliged to refund the cost of ascertaining the natural weight to the seller. 4. In the event of a deficiency in natural weight the following allowances shall apply: for the first kilogram 1.0% for the second kilogram 1.5% for the third kilogram 2.0% for the fourth kilogram 2.5% for each fraction of 1 kilogram: the proportional part of the allowance in accordance with the following scale: Difference Allowance Difference Allowance in weight in percentage in weight in percentage kg kg Grains Grains 5. If the difference in natural weight is in excess of 4 kgs, the allowance shall, if necessary, be determined by arbitrators. 6. An exception to the above is made for rye sold on the basis of 70/71 kgs or lower as well as for barley and oats, where the allowance shall be as follows: for one kilogram 1% for two kilograms 2% etc. etc. for each fraction of a kilogram: a corresponding fraction of 1%. 13

14 Grains Grains Grains 7. Unless otherwise agreed, it is to be understood that in the case of contracts for shipment, for arrival, of afloat or of spot goods (if the goods are still in the ocean-going vessel or inland barge or equivalent space), the weight stated shall be the shipped weight, i.e. the natural weight at the time of loading into the vessel in which the parcel was shipped. For decrease in natural weight during the voyage 1 kg is allowed. 8. If two figures have been stated to indicate the natural weight, the average of these two figures shall be the basis for the allowance if the weight that has been ascertained falls short of the lower of the two natural weights stated. 9. The natural weight stated in respect of parcels which have already been discharged shall be understood to be the weight ascertained at the time of transhipment from ocean-going vessel or equivalent space or inland barge, which weight will not therefore be guaranteed any further. Quality: Admixture Article 32b 1 For sales stipulating a certain percentage of admixture, the relevant Grains provisions of the German-Dutch Contract ('Duitsch-Nederlandsch Contract') in existence for grains (only) or last in existence at the time of concluding the contract shall apply in respect of the admixture permitted and the allowances to be paid. Grains 2. The certificate of analysis issued by analysis issued by a laboratory approved by the Royal Dutch Grain and Feed Trade Association included in the list of approved laboratories as published on its website at the time of analysis shall be binding for the purpose of ascertaining the admixture. Grains 3. This certificate, prepared in respect of the c.i.f. parcel, shall be binding in respect of deliveries made out of such parcel on the Conditions of the Dutch Trade in Grain and Feed Materials and shall be shown by the seller to the buyer at the latter's request. Grains 4. If the seller fails to show this certificate or if he fails to prove that he has applied for analysis but has not yet received the results, the buyer shall be entitled, provided that he has requested the certificate within fourteen days from discharge of the parcel, to send the samples sealed jointly with the seller to a laboratory approved by Koninklijke Vereniging Het Comité van Graanhandelaren as published on its website at the time of concluding the contract within six weeks from discharge of the parcel for analysis. The results of the analysis shall be the basis for settlement between the parties while the costs of the analysis shall be borne by the parties for 50% each. If it turns out that this analysis cannot be made because the above samples have not been taken and sealed, the data to be furnished by the receiver may serve as a basis for settlement as far as the admixture is concerned. Quality: Content Article 32c Grains Grains 1. The moisture content shall be the moisture content ascertained by one of the laboratories approved by the Royal Dutch Grain and Feed Trade Association (included in the list of approved laboratories as published on its website at the time of analysis) in respect of the entire c.i.f. parcel out of which delivery has been made. The certificate concerned shall be shown by the seller to the buyer at the latter's request. 2. If the moisture content referred to in paragraph 1 has not been ascertained, the data to be furnished by the buyer may serve as a basis for settlement as far as the moisture content is concerned. 14

15 Article 32d Feed Materials Feed Materials Feed Materials Feed Materials Article 32e Animal Proteins 1. Unless otherwise agreed, a lower protein and oil content than the warranted shall only entitle the buyer to an allowance. This allowance shall be 1% of the contract price per unit of deficiency for the 1st 3 units of deficiency under the warranted percentage and 2% of the contract price per unit of deficiency for the 4th and 5th units under the warranted percentage. In respect of fractions of a unit of deficiency, calculated to the nearest one-tenth of a percent, the allowance shall be calculated proportionately. If the deficiency exceeds 5%, the allowance shall, if necessary, be determined by arbitrators. 2. If two percentages are stated in respect of the protein and oil content, the mean of the two percentages shall serve as a basis for calculating the allowance if the content ascertained is lower than the lower of the two percentages stated. 3. Even if a maximum sand/silica content of less than 5% has been agreed, the buyer shall, nevertheless, only be entitled to reject the goods and, in so far as these goods have already been received, to make them available again to the seller if the content ascertained exceeds 5%. The allowance owed by the seller to the buyer in respect of an excess percentage of sand/silica shall be 2% of the contract price for the first two units of excess above the warranted percentage and twice this percentage for any subsequent excess. 4. The goods shall be free from castor seed husk. The buyer shall nevertheless only be entitled to reject the goods and, in so far as these goods have already been received, to make them available to the seller again, if the percentage ascertained is in excess of 0.005%. The allowance owed by the seller to the buyer if castor seed husk is found to be present shall be 0.75% of the contract price for a percentage of up to and including 0.001%, 0.9% of the contract price for a percentage of up to and including 0.002% and 1.3% of the contract price for a percentage exceeding 0.002%. 1. A lower protein content than warranted shall only entitle the buyer to a corresponding computation of the contract price if this price is based on a certain amount per percent protein, or entitle him to an allowance if the price was agreed upon on a quantity basis. Animal 2. In the latter case the allowance for each unit of deficiency below the warranted Proteins percentage shall be an amount equal to the contract price to be divided by the protein percentage warranted in the contract (the so-called pro rata allowance). If two percentages have been stated in respect of the protein content, the mean percentage shall serve as the basis for the allowance if the percentage ascertained is lower than the lower of the two percentages stated. Animal 3. If a maximum fat, moisture, sand/silica or salt content has been agreed upon, the buyer Proteins shall be entitled to an allowance for each percentage ascertained to be in excess of the maximum concerned. This allowance shall be 1% of the contract price for each unit of excess above the warranted percentage. However, if the seller already owes an allowance on account of too low a protein content, the allowance for too high a moisture content shall only be due if the moisture content exceeds 12%. Animal 4. In applying the provisions of this article, 'about' when used in respect of a percentage Proteins shall not be taken into consideration. Any fractions of a percent shall be calculated pro rata to the nearest one-tenth of a percent. 15

16 Article 32f 1. If the contract price is based on a certain amount per percent protein and if, moreover, Animal two percentages are stated in respect of the protein content, the price to be paid by Proteins the buyer shall never exceed the price which would have to be paid on the basis of the higher of the two percentages. In this case 'about' when used in respect of the higher of the two percentages shall not be taken into consideration. Animal 2 If the contract price is based on a certain amount per percent protein and about is Proteins in connection with the protein content warranted, the price to be paid by the buyer shall never exceed the price which would have to be paid on the basis of 105% of the warranted percentage. Sampling and analyses Article If one of the parties requires an analysis in order to have one or several warranted percentages ascertained, 3 samples shall be taken and sealed for this purpose jointly by or on behalf of the seller and the buyer prior to or during delivery. Sub samples shall preferably be taken in such a manner from the continuous flow that a representative sample of the goods can be obtained. The buyer shall receive the samples with the odd numbers and the seller the samples with the even numbers. 2. The party requesting analysis shall, for this purpose, send its sample with the lowest number to a laboratory approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of the request for analysis for analysis within 3 days of sealing, on pain of the lapse of its right. If the contract price was based on a certain amount per percent protein, it is up to the seller to have the protein content ascertained by means of analysis. In all other cases it shall be up to the buyer to have the content ascertained, if required. 3. As soon as the party that requested the analysis receives the analysis report from a laboratory approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of analysis, it must send the other party a copy of the report. If the party that requested the analysis wants a reanalysis, it must notify the other party to this effect in writing when sending the other party the copy of the report, in which case the other party is obliged to send its highest numbered sample for analysis within three days of having received this notification to a laboratory included in the list of laboratories approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of the request for analysis, other than the previously employed laboratory of the laboratories approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of analysis that conducted the analysis, described in clause 2 of this article. The other party can then classify the analysis as a reanalysis, and must notify at the same time the party that requested the reanalysis to this effect in writing. If the other party fails to comply with one of these obligations, the party that requested the reanalysis is entitled to have its highest numbered sample analysed by a laboratory included in the list of laboratories approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of request for analysis other than the previously employed laboratory of the laboratories approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of analysis that conducted the analysis described in clause 2 of this article. The party that requested the reanalysis can then classify the analysis as a reanalysis, and must notify the other party to this effect in writing. 16

17 4. In the event that the party that requested the analysis does not notify the other party that it wants a reanalysis when sending the other party a copy of the analysis report issued by a laboratory approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of the analysis, the other party is entitled to exercise its right to reanalysis. In order to be able to exercise this right, it must send its highest numbered sample within three days of the receipt of the analysis report to a laboratory included in the list of laboratories approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of the request for analysis to a laboratory other than the laboratory that conducted the analysis described in clause 2 of this article and must at the same time notify the party that requested the analysis to this effect in writing. 5. The results of the analysis shall be notified to the other party as soon as possible by forwarding a copy of the second certificate of analysis. If the difference between the results of the first analysis and the second analysis is less than 1/2 %, the result of the first analysis shall be binding. If the difference is 1/2% or more, the mean of the two analyses shall be accepted as binding. 6. Contrary to the above, the provisions applicable in respect of castor seed husk shall be that a second analysis shall only be possible if, according to the certificate of analysis by a laboratory approved by the Royal Dutch Grain and Feed Trade Association as published on its website at the time of analysis, the presence of castor seed husk has been ascertained and that after a second analysis the mean of the two results shall be binding. 7. The cost of performing a first analysis and second analysis shall be for account of the party at whose request the analysis concerned was performed. Article 34 If 'analysis in connection' has been agreed upon, the parties shall be bound by the results of the analysis or analyses which are binding upon the first f.o.b. seller in string who himself did not buy on the condition 'analysis in connection'. If 'analysis on shipment' was agreed upon, the parties shall be bound by the results of the analysis carried out at the time of shipment which are binding upon the first f.o.b. seller as c.i.f. buyer. If 'plant analysis' has been agreed upon, the parties shall be bound by the results of the analysis performed by the manufacturer of the goods which, in the case of goods manufactured abroad, are binding upon the first f.o.b. seller and, in the case of domestically produced goods, are binding upon the first f.o.b. buyer. In all the above cases the seller shall notify the results concerned to the buyer without delay by sending him a copy of the relevant certificate of analysis. If the seller fails to do so, the data to be furnished by the buyer may be used to ascertain the percentage concerned at the seller's expense. IV. Undesirable substances and products Article If the goods contain more than the maximum percentage of undesirable substances and products permitted by law at the place of delivery, the buyer shall be entitled to reject the goods and, to the extent that they have already been received, to make the goods available to the seller again provided that the parcel can still be identified. The seller shall be obliged to compensate the buyer for any costs that have been incurred by the latter in respect thereof in vain. 2. It shall be ascertained on the basis of the results of the analysis of samples taken by qualified authorities and/or the buyer and the seller jointly whether or not the percentage of undesirable substances and products contained in the goods is in excess of the 17

18 maximum percentage mentioned in paragraph 1, on the understanding that the highest binding analysis results shall prevail. If the buyer wishes to have the goods analysed in order to establish the percentage of undesirable substances and products, 3 samples shall be taken and sealed before or at the time of delivery by or on behalf of the buyer and seller jointly. The samples shall be taken and the analysis performed in accordance with Article 33 of the Conditions of the Dutch Trade in Grain and Feed Materials. 3. If the goods are rejected the seller shall be entitled to make a replacement delivery provided that the provisions of Article 18 can still be complied with in the event of a contract concluded basis spot or, in the event of a contract concluded for forward delivery, provided that the provisions of Article 20 can still be complied with. If at the time of rejection, where a contract concluded basis spot or for forward delivery is concerned, it is no longer possible to make a replacement delivery within the contractual period, or if the contract concluded is a contract for shipment or for arrival, the buyer shall be entitled to cancel the contract, in which case mutual settlement shall take place on the basis of the market price of the goods. If the buyer does not make use of his above right, the seller shall, within 20 days from the date on which the first rejection took place, be entitled to make one replacement delivery in which case 'shipment' or 'arrival' shall be deemed to have been changed to 'forward delivery'. If the goods offered again exceed the maximum percentage referred to in paragraph 1, the buyer shall again be entitled to reject the goods in accordance with the provisions of paragraph 1. The seller shall in that case be obliged to settle on the basis of the market price prevailing on the date of the second rejection if this exceeds the contract price and to refund any costs that were incurred by the buyer in vain. 4. The provisions of this article shall solely relate to goods which are in free circulation at the place of delivery. 5. The provisions of Article 34 shall not apply to this article. V. Payment Article 36 Article Unless agreed otherwise, payment shall be made in cash. Payments shall be made to the seller free of charges immediately after receipt of the latter's invoice. 2. If a parcel is received by instalments, the seller shall be entitled to demand separate payment for each instalment. 3. If payment is not made in time, the seller shall be entitled to Euribor-rate + 5% interest commencing one week after the date on which the invoice was sent, without prejudice to his right to demand immediate payment. 4. After loading the seller shall not be required to surrender the documents until he has received payment. 5. Goods and/or documents shall remain the property of the seller until full payment has been received. 1. The seller shall in any case have the right to demand that the amount of the provisional invoice to be sent by him to the buyer shall, prior to delivery of the goods, be paid by the latter free of charges to the Association, which in its turn undertakes to pay the seller the amount of the invoice due to the latter up to a maximum of the amount of the provisional invoice and subject to the following stipulations. 3. The seller shall inform the Association in writing of such a demand, while sending a copy of the provisional invoice. 18