Terms And Conditions

1. General

1.1 These Terms and Conditions ("T&C") shall apply to all offers, quotations, and contracts issued by Golden Corn Exports USA - LLC, a company incorporated in the United States, part of AXION Holding Group (hereinafter referred to as the "Seller"), unless otherwise agreed in writing.

1.2 Any purchase by the Buyer shall constitute full acceptance of these T&C.

2. Product & Specifications

2.1 The goods supplied shall conform to the specifications stated in the Seller's final contract or proforma invoice.

2.2 Quality and quantity shall be determined at the loading port by an independent inspection company (SGS / Bureau Veritas / Intertek). The inspection certificate shall be final and binding for both parties.

2.3 Minor variations within internationally accepted tolerances shall not constitute grounds for rejection.

3. Quantity

3.1 Quantity tolerance: ±5% at Seller's option unless otherwise agreed.

3.2 Final shipped quantity shall be determined by draft survey at the loading port.

4. Price & Delivery Terms

4.1 Prices are quoted under Incoterms® 2020 (FOB, CFR, CIF, etc.) as specified in the contract. CFR/CIF prices include ocean freight arranged by Seller.

4.2 Any increase in freight, insurance, or port charges after contract confirmation may be adjusted subject to mutual agreement.

5. Payment Terms

5.1 Payment shall be made via: Irrevocable Letter of Credit (LC) at sight (preferred), or other terms only if agreed in writing.

5.2 & 5.4 The LC must be: Issued by a first-class international bank acceptable to Seller, payable at sight against compliant shipping documents, and allow partial shipment and transshipment.

5.3 All banking charges outside Seller's country shall be for Buyer's account. Failure to establish LC within agreed timeframe constitutes breach of contract.

5.5 Seller reserves the right to request Proof of Funds (POF) or bank confirmation prior to proceeding.

6. Shipment

6.1 Shipment shall be made within the agreed laycan period.

6.2 Seller shall not be liable for delays caused by port congestion, vessel availability, weather conditions, or force majeure events.

6.3 Partial shipments are allowed unless otherwise stated.

6.4 Seller shall not be liable for indirect or consequential damages. Liability is limited to the value of the affected goods only.

7. Inspection & Claims

7.1 Quality and quantity shall be certified at loading port by an independent surveyor.

7.2 All claims must be submitted within 7 days after discharge at destination port. Claims must be supported by an independent inspection report issued at discharge port.

7.3 Claims must be supported by: independent inspection report at discharge port and all relevant shipping documents.

7.4 Seller's liability shall be limited to the proven value of the goods in dispute.

8. Non-GMO Compliance

8.1 Seller shall provide Non-GMO declaration or certification where applicable.

8.2 Seller does not guarantee zero GMO presence unless explicitly agreed.

8.3 Acceptable GMO tolerance shall be mutually agreed prior to contract.

9. Force Majeure

9.1 Seller shall not be liable for failure or delay in performance due to events beyond reasonable control, including but not limited to: natural disasters, war, government restrictions, export bans, and logistics disruptions.

9.2 & 9.3 Affected party must notify the other party promptly in writing.

9.4 Performance shall be suspended for the duration of the force majeure event.

10. Default

10.1 In case of Buyer default (including failure to open LC or honor payment), Seller has the right to: cancel the contract, resell the goods at Buyer's risk and cost, and claim damages.

11. Arbitration

11.1 All disputes shall be settled under GAFTA Arbitration Rules (for grains and feed commodities). Place of arbitration: London, United Kingdom.

12. Governing Law

12.1 This contract shall be governed by English law.

13. Confidentiality

13.1 Buyer shall not directly or indirectly contact, negotiate, or transact with Seller's suppliers, sources, or affiliates introduced under this agreement without prior written consent. Any violation shall result in legal action and full compensation.

14. Non-Circumvention

14.1 Buyer shall not bypass or attempt to bypass the Seller to directly engage with suppliers introduced by the Seller.

14.2 Any breach shall result in legal liability and compensation.

15. Risk & Title

15.1 Risk shall transfer in accordance with Incoterms® 2020. Title of goods shall transfer only upon full payment.

16. Amendments

16.1 Any amendment to these Terms & Conditions must be made in writing and signed by both parties.

17. Final Provisions

17.1 These T&C form an integral part of all contracts unless expressly excluded in writing.

17.2 In case of conflict between these Terms & Conditions and a signed contract, the signed contract shall prevail.