General Terms and Conditions

1. General
   1. The below referenced are the General Terms and Conditions (“GTC”) under which Star South International B.V. (hereinafter referred to as “Star South”) undertakes the business as requested by the parties claiming any agreement with Star South including but not limited to the contracted work, delivery agreement, Grower Deal Card or the Supply & Marketing Agreement (excluding only those separately written and executed contracts with Star South which are unrelated to the supply, purchase, and delivery of agricultural products) (collectively referred to as the “Work”).
      These GTC apply to all such transactions and apply throughout the course of the transaction with Star South unless otherwise agreed in writing by Star South as set forth herein.
   2. Star South reserves the right to amend, modify or change the GTC at its sole discretion, without the requirement of advance notice, and such changes shall be applicable to all pending work to the extent such work has not been concluded upon the date and time of the change. In case of any amendments, an updated version of the GTC will be published on the website of Star South.
   3. Other than the GTC herein, any terms of trade suggested or purported to be applied by any party to an agreement with Star South are not binding on Star South unless Star South expressly agrees to be so bound to the additional terms in a writing signed by the expressly authorized officer of Star South. In the event of any conflict of terms between those additional terms as so agreed and the GTC, then only the GTC shall prevail upon the matter or issue of conflict.
   4. All terms used in the context of the Work are those terms as defined by the International Chamber of Commerce (“ICC”), 8th Edition, International Commercial Terms (“INCOTERMS”), published January 1, 2011 (as otherwise amended) commonly known as INCOTERMS 2010. All references to law or legal requirements shall refer exclusively to the INCOTERMS 2010, the terms of Work, and custom and practice of the parties to the extent such differs from same. Interpretation of law shall be by reference to the specific laws of The Netherlands for all Work originating with Star South.
   5. No transaction with Star South shall be construed or characterized as a “consumer” transaction at any time. All trade terms and extensions of credit incorporated in the Work shall be on the basis of business to business and all parties expressly disclaim any intent to create a regulated financial transaction by such terms under the laws of either jurisdiction.
2. Conclusion of AgreementsThe terms of Work shall be those agreed to by Star South and the parties in writing prior to the commencement of the performance of the Work (including but not limited to currency of exchange, merchandise specifications, conformity particulars, and INCOTERMS), and thereafter shall be amended only by (1) writings delivered by Star South and (2) containing the written approval of one of the following Star South officers; the Managing Director, Chief Executive Officer, or the Director responsible for the client or supplier.
3. Warranties and representations by supplier
   1. The supplier warrants that the representations on the Grower Deal Card, Supplier Questionnaire, and the representations and/or certifications, testing, and other conformity to the requirements of the end user (“Conformity”) shall be truthful when made, promptly updated to Star South when the status changes, shall be current at the time the Work is performed, and herein acknowledges that Star South is relying upon these Conformity representations to its detriment in the performance of its duties under the Work.
   2. Should there be a lapse, failure, or error in the Conformity representations or performance, then the supplier has the sole duty to timely deliver specific and detailed notice of the change in Conformity to Star South in writing retaining proof of timely delivery of same.
   3. In the event Star South elects to obtain replacement performance due to a failure in Conformity, then the supplier shall indemnify Star South for the expense to the extent greater than the cost of performance by the supplier under the Work.
4. Payment and security measures
   1. Invoices must be paid within the term specified therein unless otherwise agreed with our management in writing.
   2. All extrajudicial collection costs are borne by our contracting party, and these are calculated at 15% of the amount to be recovered, plus the VAT owed on this, with a minimum of € 500.00, without prejudice to our right to charge any additional actual extrajudicial costs to our contracting party.
   3. Credit Insurance, where applicable, may be required by Star South at its sole discretion. The decision to so require, and the decision to apply for remedy from said Credit Insurance shall be made solely by Star South without recourse by any other party. When Star South imposes Credit Insurance, then the insured must fully comply with the terms and conditions of said insurance at all times, including but not limited to reservations of ownership provisions imposed by the insurer. No liability may attach to Star South for said decision(s) to require or make a claim on Credit Insurance, and the party who is so subject to Credit Insurance may not make or assert any claims of loss against Star South for the exercise of such decision(s). Star South reserves the right to report the conduct of a party to the Credit Insurance carrier at its sole discretion, and Star South shall be held harmless by such party for any such reporting.
   4. Star South reserves the right to refuse to perform Work for any party for which it has undertaken Work if prior to the commencement of Work, during the Work, or prior to payment for the Work, the party becomes insolvent, subject to a receivership or business rescue, or has other indicia of an inability or uncertainty to pay for the Work (“Insolvency Event”). Star South may at its sole discretion determine that the party is subject to an Insolvency Event, or is otherwise unable to perform its payment obligations, without recourse by the party against Star South for the exercise of that discretion. Star South may re-sell, re-direct, or otherwise dispose of the merchandise subject to the Work in a commercially reasonable manner upon making such a determination, and shall provide written notice to the party of the decision and disposition of the merchandise within a reasonable time thereafter. Star South reserves all other rights against the party for contracted compensation, lost profits, money damages, and the costs of merchandise disposition in addition to those other rights set forth in the GTC, the terms of Work, and allowed by law.
5. Claims
   1. All complaints and claims arising as a result of the Work for which non-conformity of goods or damage to merchandise or any other irregularity or deviation from the Work is alleged (a “Claim”) shall be initiated by the party to the Work (“Claimant”) in a writing specifying the Claim in sufficient detail to identify the defect or default, identify the specific cure or repair and the time for same which will resolve the Claim, and provide for timely inspection, restitution, or remedies by the responding party (“Respondent”). Delivery of the Claim must be made within 72 hours of receipt of the shipment as per the INCOTERMS designated by the Work after which Star South cannot be held liable for any damages, non-conformity or any other irregularity.
   2. Any failure to comply with these GTC, the terms of Work, or the requirements of the Claim process herein, including but not limited to any material interference with the appointment of or work of the Claim inspector or third party Surveyor shall void any right of the Claimant to recover for the Claim.
   3. In addition to all other requirements set forth in the Claim, and the terms of the Work, the party making the Claim has a duty to make safe from harm, theft, and spoliation the merchandise and keep same is as good an order and condition as when the merchandise was inspected, received, or the Claim initiated (whichever occurs first).
   4. Where the party making a Claim is the consignee, client or customer under the Work, it is the Claimant who has the affirmative duty at all times to inspect the merchandise at the first opportunity.
   5. In no event shall a Claim be accepted by Star South if not delivered to Star South (i) in writing containing the information required above, (ii) with delivery confirmation by Star South of the writing, and (iii) delivery of the writing within 72 hours of receipt of the shipment as per the INCOTERMS designated by the Work. Star South has the sole discretion to resolve the consignee Claim of a material defect or failure of Conformity which is a result in substantive part from a material act or omission of the supplier, and to obtain indemnity and recompense from the supplier for same.
   6. All claims arising from a failure to pay as per the terms of the Work (“Payment Claim”) shall enjoy the legal presumption of the accuracy of and acceptance by the party to the invoice, bill or statement of account upon which the Payment Claim if such party has not challenged or refuted same by a written aversion or defense delivered to Star South within 72 hours of receipt and which sets forth in detail the aversion or defense in the same manner as required for a Claim above. In the event of a loss which arises prior to payment in full for the goods set out in the Work, then the right to receive the proceeds of any recovery for said loss (“Casualty Loss”) shall first run to the benefit of Star South to the extent and until such time as payment in full is received for the goods, and then in the second instance to the Claimant for whose benefit the claim of loss arises (if not Star South).
   7. In all events failure to perform any other duties under the Work (including but not limited to attempts by the Claimant at ‘offset’, withholding of payment, or failure to make timely payment as set forth in the Work for that which is not subject to the Claim), shall void the Claim in its entirety. Star South reserves all other lawful rights and remedies allowed to it arising from a Claim including but not limited to spoliation of merchandise, breach of contract, offset, indemnity, and all other common law and statutory defenses to a claim of loss.
6. Liability
   1. Star South reserves the right and limits the liabilities to the Claimant (in all measures and all claims, both known and unknown, which are made or could have been made arising from the Work at issue in the Claim), to the sum which shall not exceed the stated price of the goods set forth in the Work as sold to the Claimant by Star South. The payment to the Claimant, in any form, shall require, that the Claimant assign to or subrogate to Star South and/or the insurance carrier all claims of loss, all rights appurtenant to same, cooperate fully in the prosecution of such claims, and acknowledge a right of Star South and/or the insurance carrier to recovery under the doctrines of offset, recoupment or other recovery theories for failure to comply with these conditions.
   2. Liability of Star South is excluded for indirect loss, consequential loss, loss of profits, loss arising from third party claims against the Client, loss on account of excess of terms or property damage consisting of destruction, damage or loss of goods used by the client in the course of its business or profession. More in particular Star South will not be liable for any loss or damage, death, illness or injuries caused on account of, by or in connection with the execution of the Services save in the event of willful intent or gross negligence on the part of Star South.
7. Retention of title
   1. The right of ownership of all goods delivered by Star South is expressly reserved by Star South until payment in full has been made of all the amounts owed, including any interest and expenses related to performed Work.
   2. The client undertakes to make non-paid items available to Star South on first demand and hereby irrevocably authorizes Star South or the person or persons designated by Star South to enter the location where the items are in order to repossess the items and store them in the warehouse indicated by Star South.
   3. In respect of the Seller’s delivery of goods in Germany, the consequences of the retention of ownership under Property Law as stipulated in this Clause 7 are governed by German law. In these cases, this clause 7 also comprise the extended retention of ownership (“Verlängerter Eigentumsvorbehalt”) as explained in the following “Germany Clause”:Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, die uns aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer und seine Konzerngesellschaften zustehen. Unser Eigentum erstreckt sich auf die durch Verarbeitung der Vorbehaltsware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für uns her und verwahrt sie für uns. Hieraus erwachsen ihm keine Ansprüche gegen uns.Bei einer Verarbeitung unserer Vorbehaltsware mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwerben wir zusammen mit diesen Lieferanten – unter Ausschluss eines Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache, wobei unser Miteigentumsanteil dem Verhältnis des Rechnungswertes unserer Vorbehaltsware zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren.

      Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus unseren gegenwärtigen und künftigen Warenlieferungen mit sämtlichen Nebenrechten im Umfang unseres Eigentumsanteils zur Sicherung an uns ab.
      Bei Verarbeitung im Rahmen eines Werksvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages unserer Rechnung für die mitverarbeitete Vorbehaltsware schon jetzt an uns abgetreten. Solange der Abnehmer seinen Verpflichtungen aus der Geschäftsverbindung an uns ordnungsgemäß nachkommt, darf er über die in unserem Eigentum stehende Ware im ordentlichen Geschäftsgang verfügen und die an uns abgetretenen Forderungen selbst einziehen.

      Bei Zahlungsverzug oder begründeten Zweifeln an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers sind wir berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen. Scheck-/Wechselzahlungen gelten erst nach Einlösung der Wechsel durch den Abnehmer als Erfüllung.
      Hinsichtlich der Vereinbarung von Eigentumsvorbehaltsrechten gilt ausschließlich deutsches Recht.

8. Force Majeure
   1. Acts and omissions beyond the control of Star South, such as but not limited to, loss of insurance coverage for the merchandise or the party contracting, acts of piracy, armed conflict, terrorist acts, natural disasters, currency instability in country of destination, and actions of government (collectively “Force Majeure”), to the extent they interfere with, make impracticable, or commercially unreasonable the performance of the terms of Work, such acts shall relieve and absolve Star South of its obligations for performing the Work.
   2. Star South shall provide written notice to the party of the Force Majeure event relief from performance of the Work. To the extent not compensated for by insurance coverage or through loss mitigation measures, Star South shall be entitled to be paid for its costs of performing the Work, and to the extent applicable, shall be entitled to a refund of any sums prepaid, relief from any sums due to be paid, and shall be entitled to be restored to the economic position it held prior to the Force Majeure event relief exercise. In no event shall Star South be subject to a Claim for any loss or damage arising to any party as a result of a Force Majeure event.
9. Compliance with all laws of relevant jurisdictions
   1. Compliance with all laws of relevant jurisdictions is required of all parties engaged with Star South. All parties shall act in compliance with the anti-corruption laws of all countries with jurisdiction over the work undertaken, including but not limited to the following: the United States of America (“Foreign and Corrupt Practices Act”), United Kingdom (“Bribery Act of 2010”), European Union (various nations), Peoples Republic of China (“Criminal Law §164 and the Anti-Unfair Competition Law”), the Russian Federation (“Russian Federal Anti-Corruption Law 273”), the Republic of South Africa (“Prevention and Combating of Corrupt Activities Act”) and the relevant laws of the other nations of the African Union where applicable. More specifically, the customer agrees to provide Star South with adequate information to comply with all laws relevant to the “Know Your Customer” (“KYC”) legislation in all countries relevant, including, but not limited to, South Africa – Financial Intelligence Center Act 38 of 2001 (as amended), and the Netherlands – Money Laundering and Terrorist Financing (Prevention) Act (2008).
   2. The customer agrees that Star South may obtain the customer’s disclosures from any other Mandatory Reporter and may provide the customer’s disclosures to any requesting Mandatory Reporter, in addition to any disclosures required by law. The party violating any such laws shall indemnify and defend the other against all claims made and penalties imposed by the appropriate legal authorities. Star South, other than for its own employees and authorized agents, shall not be responsible nor held liable to any party for any claims made of an act or occurrence is a violation of law whether said act or occurrence is arising in relation to the Work or in any other capacity served by Star South. Star South shall reserve the right to appoint counsel and direct any defense of such claims made by governmental authorities and to obtain indemnity for same from such responsible parties.
10. Cyber Security Provisions
    Cyber Security Risk Management is a shared responsibility of Star South and the parties to the Work.
    1. Star South has a comprehensive defense in depth information security strategy focused on the risks that arise from business partners communication with and/or data sharing with the Star South system platform. Star South controls cyber security risk by an array of contemporary recommended best practices to identify cyber security events which pose risks of cybercrimes including trainings in cybercrime identification, automated multi-factor identification for system platform access, and employing a third party cyber security systems monitoring & threat analysis service. Please report all cyber security incidents to Star South through email detailing the incident addressed to copied to reference line “Cyber Security -Urgent”.
    2. All parties to the Work are obligated to take affirmative actions to implement the industry best practices, updated regularly, to protect all system platforms against known cyber security risks. The broad types of cyber security risks which are expressly acknowledged to be ones the parties to the Work agree to protect against are: (i) theft of funds, (ii) theft or corruption of data, and (iii) system platform access denial. The parties to the Work agree to implement policies and practices intended to prevent: (i) “unauthorized data or system access “hacking;” (ii) unauthorized system platform access obtained through social engineering attacks such as “phishing” or “spoofing” system users; (iii) installation of malware, ransom-ware, and (iv) unauthorized system platform access gained through “user errors” including misdirected communications, negligent data sharing, and failure to renew, replace, refresh user system access credentials. The discovery of any cyber security risk event, (including but not limited to, any cyber delivered instructions to change payment terms or change cargo delivery destinations), which is discovered by any party(ies) to the Work will automatically obligate the discovering party(ies) to (i) report the cyber security risk event to the other party(ies) to the Work; (ii) obtain commercially reasonable verification of authenticity of the suspect cyber security risk event if it occurs in the form of instructions, directions, or any other material changes in the terms of the Work; and (iii) in the absence of such commercially reasonable verification shall then “report” the cyber security incident to Star South (above), and report to the extent required and in the manner required by the law of the jurisdiction governing the discovering party(ies).
    3. A cybercrime may result in monetary and consequential losses. Where the cyber security event results in losses for which then Star South is lawfully determined to be liable (“1st Party Losses”) then the measurement of those losses will not be greater than the “gross profit” due to Star South from completion of the Work which is the object of the loss. This limitation on the measurement of the losses applies to the entire sum of damages lawfully determined against Star South regardless of how the damages are named or classified, whether arising as a “direct consequence” of the liable acts or omissions or whether named “indirect consequence,” lost profits, delay damages, and/or damage to reputation, advertising injury, or breach of confidentiality. Cyber security event losses caused by the other party(ies) to the Work (“3rd Party Losses”) are losses for which these other party(ies) agree herein to indemnify Star South for the loss as if had there been completion of the Work. Should claims be made against Star South by others arising from the 3rd Party Losses, then the other party(ies) to the Work will defend (at Star South’s election) and indemnify (contemporaneously to the actions) Star South for the costs of defense and settlement (if any) of said claims.
    4. Where cyber risk insurance coverage (cyber verzekering) benefits are available to the party(ies) of the Work then the insured will have the duty to (i) timely make an insurance claim, (ii) advise the carrier that Star South is an intended beneficiary of any such coverage relating to the Work, and (iii) shall disclose to Star South the claim, the carrier and policy number details. Notwithstanding anything else provided for in the GTC or other documents relating to the Work, the law of the Netherlands, its law enforcement and judicial system is the governing jurisdiction for cyber security matters which arise under this cyber security risk provision of the GTC.
11. Disputes and Applicable Law
    1. All disputes involving the Work used shall be heard in The Hague, Netherlands, before the Netherlands Arbitration Institute https://www.nai-nl.org/en/. The arbitration tribunal shall appoint a single arbitrator with at least ten (10) years of maritime commercial trade experience to hear any claims arising (1) from the Work, (2) the acts and omissions of the parties, and (3) the GTC including interpretations of same. The arbitration will be settled under the Rules of the NAI and the language of the proceedings being English, and to be ruled under the rules of law.
    2. Should a judgment be entered in any proceeding, the party which fails to better its position from the last written offer it made to the other party before judgment is issued, that party shall be required, as a result, to pay all of the costs of the proceeding assessed by the forum from the date the claim is filed before the tribunal and through and until all the judgment is paid in full (including any legal fees, costs, and interest on the sums owed). Failure to timely respond to any order or directive of the tribunal by a party shall entitle the performing party to obtain a default judgment in its favor upon written request of the tribunal.

These terms and conditions are registered at the Dutch Chamber of commerce.