GENERAL CONDITIONS OF PURCHASE OF REOBOTE AGRÍCOLA (“CONDITIONS OF PURCHASE”)
Reobote Agrícola Ltda. (“Reobote Agricola”), a company incorporated under Brazilian law, registered with the Ministry of Finance under number 14.991.123/0001-46, discloses the REOBOTE AGRÍCOLA GENERAL PURCHASE CONDITIONS (“PURCHASE CONDITIONS”), which, for all legal purposes, are part of the acquisition of Goods for the Reobote Agricola, with effect from 1 June 2023.
1 – GENERAL
1.1 In these Purchase Conditions, the following words have the following meanings:
Goods: any Brazilian agricultural commodity, which includes, without limitation, sugar, corn, soybeans, soybean meal and soybean oil.
Producer(s): natural or legal person(s), established in Brazil in the manner provided for in Brazilian legislation, who produce the goods marketed by Reobote Agricola.
Part(s): means Reobote Agricola and the Producer.
Conditions: means a reference to these terms and conditions.
Negotiation: the exchange of Messages between the Producer it’s at Reobote Agricola for supply of goods.
Agricultural Contract: formalization of Negotiation, where the Producer undertakes to provide goods has Reobote Agricola.
Messages: means email, WhatsApp, fax transmission, electronic data interchange (“EDI”), an identifiable telephone message or any other means of communication that proves the wishes of the Parties.
Incoterms: are references to the International Chamber of Commerce – ICC Incoterms® 2020, unless otherwise agreed in writing, which includes, without limitation Free On Board (“FOB”), Cost Insurance Freight (“CIF”) and Ex Works (“EXW ”).
ICUMSA: International Commission for Uniform Methods of Sugar Analysis.
Commercial Standard: minimum standards agreed between Parties for the supply of goods.
Soy Commercial Standard: the supply of soybeans from the Producer a Reobote Agricola, must meet the following parameters: maximum of 14% (fourteen percent) of humidity, maximum of 8% (eight percent) of broken, broken and dented items, and maximum of 1% (one percent) of foreign matter and impurities.
Corn Commercial Standard: the supply of corn grains from Producer a Reobote Agricola, must meet the following maximum parameters: 14% (fourteen percent) moisture, 8% (eight percent) broken, broken and dented, and 1% (one percent) foreign matter and impurities.
Rural Producer Invoice – NFPR: physical document, mandatory by Brazilian legislation, in all types of commercial transactions involving the purchase and sale of agricultural products.
Electronic Invoice – NFe: electronic document mandatory by Brazilian legislation, in all types of taxable commercial transactions, its use being permitted even by rural producers to replace the Rural Producer’s Invoice.
DANFE (Electronic Invoice Auxiliary Document): is a physical representation, printed on paper and simplified, of the electronic Invoice, which must accompany the transport of goods in Brazilian territory.
Electronic Transport Knowledge – CTe: digital-only document, issued and stored electronically, with the aim of documenting, for tax purposes, a provision of cargo transport services carried out by any mode (Road, Air, Rail, Waterway and Pipeline) in Brazilian territory.
Electronic Bill of Lading Auxiliary Document (DACTE), a physical representation, printed on paper and simplified, of the CTE, whose function is to monitor the performance of service provision and the transit of transported goods.
XML (Extensible Markup Language): the file format used in Brazil for issuing electronic documents, such as the electronic Invoice (NFe) and the Bill of Transport (CTe). The XML files of these tax documents are the digital version of these documents.
CNPJ: National Register of Legal Entities of the Brazilian Ministry of Finance.
CPF: Register of Individuals of the Brazilian Ministry of Finance.
State Registration – IE: State Register of Legal Entities of the State Finance Departments.
Municipal Registration – IM: Municipal Register of Legal Entities of the Municipal Finance Departments.
Soy Royalties: charging royalties for the use of seeds with brand patents, such as Intacta RR2 PRO®, Intacta 2 Xtend®, Xtend Refúgio®, Conkesta E3®, Enlist E3® and similar.
Rural Worker Assistance Fund – FUNRURAL: Rural Social Contribution of a social security nature, paid by the Producer, being collected at the time of purchasing the product, based on the gross sales value.
National Rural Learning Service – SENAR: contribution to the gross value of sales, which aims to qualify and train rural labor.
Pulls out: measure used to identify a fractional quantity of a Product, on its smaller commercialization scale.
Sugar Bag: take out of Product weighing 50 (fifty) kilos.
Bag of Soybeans, Corn or Cereals: take out of Product weighing 60 (sixty) kilos.
Washout: non-compliance with Agricultural Contract for the Producer.
Debit note: financial statement sent by Reobote Agrícola to the Producer for payment according to the Washout.
Rural Product Certificate – CPR: is a title representing the promise to deliver the goods do Producer for Reobote Agricola. A CPR can incorporate these Conditions or others than Parties understand as appropriate.
1.2 Producer recognizes that the business focus of Reobote Agricola is the export of goods, which is why you must take care to present the Products with excellent quality and comply with the Agricultural Contracts.
1.3 Producer recognizes that the prices agreed with the Reobote Agricola are related to the value of goods no port of embarkation, such as the ports of Santos or Paranaguá, with the costs of transportation to the designated port being your sole responsibility.
1.4 As Parties agree that the Negotiation related as goods are conducted on the principle of good faith established in article 422 of the Civil Procedure Code (Federal Law nº 10,406/2002).
1.5 As Parties attribute to Negotiation the effectiveness of Agricultural Contract, even if, due to time, the formalization of the established conditions has not yet occurred, being duly documented, registered and agreed upon in the Messages.
1.6 A Reobote Agricola, under no circumstances will be responsible for any loss, damage or expense suffered or incurred by Producer, which includes, without limitation, business interruptions, damage to property or equipment, lost revenue, increased costs, extraordinary expenses or lost profits.
1.7 Producer cannot assign or transfer the Agricultural Contract, nor any part thereof, without the prior written consent of Reobote Agricola.
1.8 As Parties recognize that, in accordance with the jurisprudence do Superior Court of Justice (STJ), no Agricultural Contract, the risk is inherent to the business, so events like dry, pests, drought, variation in the price of Products, exchange rate variation, among others, unpredictable or extraordinary factors that authorize the adoption of the theory of unpredictability are not considered.
1.9 As Parties recognize that, in accordance with the jurisprudence do Superior Court of Justice (STJ), no Agricultural Contract, it is not possible to apply the Consumer Protection Code (Law No. 8,078/1990), as it is not a consumer relationship, but rather a Agricultural Production Purchase and Sale Agreement, signed by the free and spontaneous will of the Parties.
1.10 Any tolerance of one of the Parties in relation to your rights provided for in Agricultural Contract or these Conditions will never be considered a novation or contractual change, and will always be considered as mere liberality
1.11 If certain devices of the Agricultural Contract or the Conditions become, totally or partially, or subsequently lose their legal effectiveness, this will not affect the validity of the other provisions. Instead of the null device, or to fill any gap, an appropriate solution will be applied, which should come close economically to what the Parties desired or would have desired, if they had taken the respective matter into consideration.
1.12 In the event of a conflict between the Agricultural Contract and these Conditions, the provisions of these Conditions.
2 – REPRESENTATIONS AND WARRANTIES OF THE SOYBEAN AND CORN PRODUCER
2.1 Producer, declares and guarantees the Reobote Agricola:
a) That it recognizes that soybeans and corn are agricultural commodities with free prices, which are subject to volatility and variations within the same day, due to trading on the CME Group (Chicago Stock Exchange), the B3, the premium paid at the port of shipment and the exchange rate variation.
b) That the price of Goods, freely agreed with the Reobote Agricola, reflects the reality of the moment of Negotiation, it is not possible to make any changes to prices after the completion of the Negotiation.
c) That soybeans and corn will be (or were) grown using seeds authorized by the Ministry of Agriculture.
d) Who holds Soy Royalty Credits relating to transgenic soybean seeds, duly registered with the CPF or CNPJ where such seeds were purchased, in accordance with the requirements established in Biotec Connection, at the email address https://www.conexaobiotec.com.br/, or other means commercially acceptable to the patent holder.
e) That the Goods to be provided to Reobote Agricola they will be free from any operations, pledges and seizures, and may be sold without any restrictions.
f) That the soybeans supplied to Reobote Agricola, after harvest, they will go through the processes evaluation, pre-cleaning or cleaning, drying and storage in a silo or warehouse; and will be available for collection when requested by Reobote Agricola.
g) That the soybeans meet the parameters established in Commercial Standard: maximum of 14% (fourteen percent) of moisture, maximum of 8% (eight percent) of broken, broken and dented, and maximum of 1% (one percent) of foreign matter and impurities.
h) That the corn grains supplied to Reobote Agricola, after harvest, they will go through the evaluation, pre-cleaning or cleaning, drying and storage in a silo or warehouse; and will be available for collection when requested by Reobote Agricola.
i) That the corn grains meet the parameters established in Commercial Standard: maximum of 14% (fourteen percent) of moisture, maximum of 8% (eight percent) of broken, broken and dented, and maximum of 1% (one percent) of foreign matter and impurities.
j) That the costs related to the processes of evaluation, pre-cleaning, drying and storage of grains are the exclusive responsibility of the Producer, including storage until removal of Products for the Reobote Agricola.
k) What will have the formal confirmation of the warehouse, on the total weight of soybeans or corn, to be provided to Reobote Agricola, being aware that, in the case of a lack of grain, that is, a weight lower than that agreed in Agricultural Contract, the penalties provided for in Agricultural Contract or in these Conditions.
3 – REPRESENTATIONS AND WARRANTIES OF THE PRODUCER OF OTHER GOODS
3.1 Producer, declares and guarantees the Reobote Agricola:
a) That it recognizes that Goods are agricultural commodities with free prices, which are subject to volatility and variations within the same day, due to trading on the CME Group (Chicago Stock Exchange), the B3, the NYSE (New York Stock Exchange), the premium paid at the port of shipment and the exchange rate variation.
b) That the price of Goods, freely agreed with the Reobote Agricola, reflects the reality of the moment of Negotiation, it is not possible to make any changes to prices after the completion of the Negotiation.
c) That the Goods provided to Reobote Agricola they will be free from any operations, pledges and seizures, and may be sold without any restrictions.
d) That, in the case of sugar, will be supplied in accordance with the requirements of the Reobote Agricola, observing the classification of ICUMSA
e) That, in the case of peanut, will be supplied by an individual or legal entity, duly qualified by the Ministry of Agriculture for the production and export of peanuts.
f) What others cereals supplied to Reobote Agricultural, after harvest, they will go through the evaluation, pre-cleaning or cleaning, drying and storage in a silo or warehouse, and are available for withdrawal when requested by Reobote Agricola.
g) That the costs related to the processes of evaluation, pre-cleaning, drying and storage of grains are the exclusive responsibility of the Producer, including storage until removal of Mercadorias for the Reobote Agricola.
h) That they will have formal confirmation of the warehouse, on the total weight of the Goods to be provided to Reobote Agricola, being aware that, in no case of lack of goods, that is, weighing less than that agreed in Agricultural Contract, the penalties provided for in Agricultural Contract or in these Conditions.
4 – TRANSPORTATION OF GOODS
4.1 Are defined two modes of transport to the Goods:
a) CIF, where the delivery of goods will be carried out by Producer at the location(s) indicated by the Reobote Agricola.
b) FOB, where the Reobote Agricola will remove the goods at the location(s) indicated by the Producer.
4.2 These types of internal transport in Brazil, called CIF It is FOB, it does not have any relationship with Incoterms and ICC.
4.3 In modality CIF, O Producer will hire transport to take the goods to the location indicated by Reobote Agricola.
4.4 In modality FOB, a Reobote Agricola will hire transport to take the goods to the location indicated by her.
4.5 In any mode of transport, responsibility for the cost of transporting goods to the location indicated by Reobote Agricola will be from Producer.
4.6 In any mode of transport, the responsibility of the Reobote Agricola about the goods It only starts after it is unloaded at the location(s) indicated by it.
4.7 When unloading goods, those that are not within the Commercial Standard, will not be received, and the Producer arrange for the sending of new goods that meet the Commercial Standard, assuming all costs involved in this operation.
4.8 As goods travel at their own risk and Producer and we do not guarantee them except against written order.
4.9 If the quantity of goods agreed not Agricultural Contract, O Producer will suffer the penalties provided for in Agricultural Contract or in these Conditions.
5 – ADDITIONAL CONDITIONS FOR THE ACQUISITION OF SOYBEAN AND CORN
5.1 The acquisition of soy and corn of the Producers for the Reobote Agricola are linked to the additional conditions provided for in this article.
5.1.1 No Agricultural Contract the quantity of soybeans or corn will be stated, expressed in tons; the value per bag at the port of shipment; the deadline for transportation and the date of payment to the Producer.
5.1.2 The amount of soy or corn declared in the Agricultural Contract it must be accurate, without any faults, in order to comply with the export schedule previously agreed with the port terminal.
5.1.3 Producer that does not have the soybeans stored in a warehouse participating in the Biotec Connection, you must send it to Reobote Agricola proof of the existence of credits Soy Royalties.
5.1.4 In the event of a lack of Products at the port terminal due to the sole fault of the Producer, the penalties provided for in the Agricultural Contract or in these Conditions.
5.1.5 All purchase and sale operations of Products not planned Agricultural Contract must be supported by the relevant tax documents
5.1.6 The Invoices to be issued against the Reobote Agricola must observe the billing data described in article 7.
5.1.7 In the case of Rural Producer Invoice physically emitted, the Producer You must issue the note, scan the document legibly and send it to the email [email protected]. To the physical copies of the document, namely, the first copy (sender) and the third copy (destination tax office), must be sent by the Mail to the following address:
Reobote Agrícola Ltda
Commercial department
PO Box 291 – Center – Cesário Lange – SP – CEP 18285-000
5.1.8 In the case of NFe, O Producer You must issue the note and send the XML and DANFe file to the email [email protected]
5.1.9 Issuing tax documents and sending them to Reobote Agricola must precede the sending of goods to the indicated location(s).
5.2 In the prices of goods agreed not Agricultural Contract any taxes, fees and contributions applicable in Brazil are included.
5.3 Prices of Products agreed not Agricultural Contract will be expressed by bag or metric tons, whether in real or in North American dollars.
5.3.1 If the price is set at real, the value of Products will not suffer any exchange rate variation on the payment date.
5.3.2 If the price of the product is set at North American dollars, the value of Products will suffer exchange rate variation until the payment date.
5.3.3 One Agricultural Contract may have the value of the bag or the metric ton, expressed in reais and US dollars, so that the value in reais is used for billing purposes goods and the amount in US dollars for payment.
5.3.4 A exchange rate used for payment purposes to the Producer will be the same exchange rate as the Reobote Agricola will receive payment for the export of goods.
6 – ADDITIONAL CONDITIONS FOR THE ACQUISITION OF OTHER GOODS
6.1 The acquisition of Goods of the Producers for the Reobote Agricola, except soybeans and corn, are linked to the additional conditions provided for in this article.
6.1.1 No Agricultural Contract will include the amount of goods, expressed in tons; the value per ton at the port of shipment; the deadline for transportation and the date of payment to the Producer.
6.1.2 The amount of Products declared not Agricultural Contract it must be accurate, without any faults, in order to comply with the export schedule previously agreed with the port terminal.
6.1.3 In the event of a lack of Products at the port terminal due to the sole fault of the Producer, the penalties provided for in the Agricultural Contract or in these Conditions.
6.1.4 All purchase and sale operations of Products not planned Agricultural Contract must be supported by the relevant tax documents.
6.1.5 The Invoices to be issued against the Reobote Agricola must observe the billing data described in article 7.
6.1.6 In the case of Rural Producer Invoice physically emitted, the Producer You must issue the note, scan the document legibly and send it to the email [email protected]. To the physical copies of the document, namely, the first copy (sender) and the third copy (destination tax office), must be sent by the Mail to the following address:
Reobote Agrícola Ltda
Commercial department
PO Box 291 – Center – Cesário Lange – SP – CEP 18285-000
6.1.7 In the case of NFe, O Producer You must issue the note and send the XML and DANFe file to the email [email protected]
6.1.8 Issuing tax documents and sending them to Reobote Agricola must precede the sending of goods to the indicated location(s).
6.2 In the prices of goods agreed not Agricultural Contract any taxes, fees and contributions applicable in Brazil are included.
6.3 Prices of goods agreed not Agricultural Contract will be expressed by bag or metric tons, whether in real or in North American dollars.
6.3.1 If the price is set at real, the value of Products will not suffer any exchange rate variation on the payment date.
6.3.2 If the price is set at US dollars, the value of goods will suffer exchange rate variation until the payment date.
6.3.3 One Agricultural Contract may have the value of the bag or the metric ton, expressed in reais and US dollars, so that the value in reais is used for billing purposes goods and the amount in US dollars for payment.
6.3.4 A exchange rate used for payment purposes to the Producer will be the same exchange rate as the Reobote Agricola will receive payment for the export of goods.
7 – BILLING DATA
7.1 These are the registration data of the Reobote Agricola for issuing the tax documents relevant to each Agricultural Contract:
Reobote Agrícola Ltda.
CNPJ 14.991.123/0001-46
IE 264.025.878.119
IN 5129
Estrada Municipal Benedito Fogaça Leite Sobrinho, 290 – Room 01
Yellow – Cesário Lange – SP – CEP 18285-000
E-mail [email protected]
Telephone 55 (15) 3199 4260
7.2 When it comes to Rural Producer Invoice physically emitted, the Producer You must issue the note, scan the document legibly and send it to the email [email protected]. To the physical copies of the document, namely, the first copy (sender) and the third copy (destination tax office), must be sent by the Mail to the following address:
Reobote Agrícola Ltda
Commercial department
PO Box 291 – Center – Cesário Lange – SP – CEP 18285-000
7.3 Any payment of Agricultural Contract is conditional upon reception, by Reobote Agricola, of tax documents in electronic or physical format, according to the characteristics of the invoice issued by the Producer.
7.3 In any tax document issued against the Reobote Agricola It is mandatory inform the number of Agricultural Contract.
7.4 Tax documents issued without the tax number Agricultural Contract will be returned to the Producer.
8 – WASHOUT
8.1 As Parties recognize that, in accordance with the jurisprudence do Superior Court of Justice (STJ), no Agricultural Contract, the risk is inherent to the business, so events like dry, pests, drought, variation in the price of Products, exchange rate variation, among others, unpredictable or extraordinary factors are not considered.
8.2 As Parties recognize that any variations related directly or indirectly to the Products, which includes, without limitation, the price of Products in the international market or at the port of shipment, exchange rate variation, variation in the price of agricultural inputs (seeds, pesticides, fertilizers, adjuvants), or variation in the price of fuel, imbalance factors are not considered in the Agricultural Contract, as such risks are of full knowledge and understanding of the Parties.
8.3 Producer recognizes that once the Negotiation, a Reobote Agricola, simultaneously, carries out the sale of goods to your customers.
8.4 Producer recognizes that the Reobote Agricola need your goods to fulfill the export commitments assumed with its customers, that is, its obligation is to deliver the goods.
8.4 The Producer acknowledges that, if he fails to deliver the Goods as provided for in the Agricultural Contract, Reobote Agrícola will have to buy other Goods at the market price at the port of shipment, in force at the time of non-compliance, in order to honor the export commitments.
8.5 The Producer acknowledges that if he fails to comply with the Agricultural Contract to deliver the Goods under the agreed conditions, whether in quantity in metric tons or Commercial Standard, he will be subject to the application of the penalties provided for in this article.
8.6 For all purposes, the Parties agree that, failure to deliver the goods within the deadline agreed in the Agricultural Contract, constitutes breach of contract.
8.6.1 If the Producer make this statement orally or in writing, before the deadline for submitting the goods, a Reobote Agricola will send a notification to the Producer by Message, requiring contractual compliance.
8.6.2 The lack of response from the Producer a Message sent by Reobote Agricola, within a non-extendable period of 24 (twenty-four) hours, constitutes a breach of contract.
8.7 As Parties agree, accept and ratify that the Fine for breach of contract in delivery of goods will correspond to 100% (one hundred percent) of tonnage not delivered, with the value in reais of the fine being calculated based on the price of goods at the port of shipment at the time of non-compliance, and the value per bag or metric ton must be increased by 10% (ten percent), and calculated on the quantity of goods not delivered.
8.8 A Reobote Agricola will send a Message to the Producer with the Debit note corresponding to Fine for breach of contract, which must be paid by the Producer within a non-extendable period of 24 (twenty-four) hours of receipt.
8.9 A Debit note established in item 8.8 constitutes a extrajudicial executive titlel, pursuant to article 784 of Law 13,105/2015.
8.10 In the event of non-compliance with the Producer, a Reobote Agricola will participate in the execution of the Debit note, responding to Producer fully pay court costs and attorneys’ fees.
8.11 If there are other Agricultural Contracts in force with the Producer, a Reobote Agricola will deduct the Debit note in as many contracts as necessary for settlement.
9– PAYMENTS
9.1 Payment for each Agricultural Contract will be carried out at Producer individually by Reobote Agricola.
9.2 Reobote Agrícola shall deduct from the amount due under the Agricultural Contract:
a) The cost of transporting the goods to the port of embarkation, when transportation occurs in the FOB.
b) The percentage of contribution from the FUNRURAL applicable to the operation and the legal nature of the Producer.
c) The percentage of contribution to the SENAR applicable to the operation and the legal nature of the Producer.
d) The percentage relevant to the Soy Royalties on the gross value of the sale, if the Producer unable to prove soy credits in your CPF or CNPJ.
e) The penalties applicable to non-compliance with the quantities agreed in Agricultural Contract.
f) Penalties that have been attributed by port terminals to Reobote Agricola, depending on the delivery of goods in Commercial Standard in disagreement with what is established in Agricultural Contract or in this Condition.
g) Penalties that have been attributed, by port terminals, to Reobote Agricola, due to the shipment of soybeans, corn and cereals by Producer, with impurities and foreign matter greater than 1%.
9.3 For each Agricultural Contract, a Reobote Agricola will send a statement to the Producer, specifying any applicable deductions.
9.4 Payment of Agricultural Contract will be carried out in the current account of the Producer, and proof of bank transfer will serve as unquestionable proof of settlement by the Reobote Agricola.
9.5 Payment of Agricultural Contract for the Reobote Agricola constitutes the formal closure of the Agricultural Contract, there being nothing further to discuss, in court or out of court, about the Agricultural Contract.
9.6 Producer recognizes that the Reobote Agricola may experience possible delays in receiving exports from Products, which may result in possible postponements in the payment of the Agricultural Contract.
9.7 Whenever an external situation occurs that causes a delay in receiving exports, the Reobote Agricola will inform the Producer in writing the need to extend the Agricultural Contract.
9.8 As Parties agree that payment of the Agricultural Contract may be postponed for a maximum period of 15 (fifteen) days, counting from its original due date, without any type of penalty or increase for Reobote Agricola.
9.9 If the payment of a Agricultural Contract is carried out within a period exceeding 15 (fifteen) days of its original due date, the Reobote Agricola will pay the amount due, plus a fine of 2% (two percent) and interest of 1% (one percent per month), calculated from the 1st day of the original due date.
10 – LEGISLATION AND JURISDICTION
10.1 Brazilian legislation is the only one applicable to issues related to a Agricultural Contract or these Conditions.
10.2 The forum for discussing any issues related to a Agricultural Contract or these Conditions, will be the Court of Justice of the State of São Paulo, in the district of Cesário Lange, in the state of São Paulo.
11 – REVIEW
11.1 A Reobote Agricola reserves the right to review these Conditions, in whole or in part, whenever you deem appropriate, which is why we recommend that you read them periodically.
11.1 The validity of the new Conditions It is immediate for new purchases. For Negotiations or Agricultural Contracts in progress, the old Conditions remain valid until the end of delivery.