E D & F Man Cotton LLC’s and all its subsidiaries’
General Terms & Conditions of Purchase

1. Contract

1.1 For the purposes of these General Terms and Conditions of Purchase (“GTCs”), the term “Contract” shall mean any electronic business recap sent by Buyer to Seller, or any written contract (if issued) by Buyer to Seller.
1.2 The validity or enforceability of the Contract and its related terms shall not be affected by Seller’s failure to respond to the business recap or to sign the relevant written contract. Any performance by Seller under the Contract shall be deemed an express acknowledgment and acceptance of the Contract and these GTCs.

2. Quality:

2.1 The cotton shall be of merchantable quality.
2.2 Any quality claims arising from the Contract (as defined below) shall be determined in accordance with the Rules (“Rules) of the Texas Cotton Association (“TCA”) or the Memphis Cotton Exchange (“MCE”), being the edition current at the date of the Contract, as applicable basis the Base Trade Terms specified in the relevant Contract.
2.3 The cotton shall be: (i) only that cotton produced on those acres that is hand or conventional spindle picked or stripped picked, and gin universal density; and (ii) cotton which is not below grade, false-packed, water-packed, repacked, re-ginned, cotton with arsenic used as a desiccant, seedy or oily cotton, or cotton exceeding 7.5% in moisture content. The original Smith-Doxey Class shall be final. All cotton must be packaged in bagging and ties approved by the Joint Industry Committee on Bale Packaging. Cotton ginned at gins with lint retrieval systems is unacceptable.

3. Limitation of liability

3.1 Losses for which the Buyer assumes responsibility and which shall be recoverable by Seller shall be limited as follows: (a) breach by Buyer of a warranty or representation in this Contract; (b) monies due and payable by Buyer to Seller under this Contract in respect of cotton delivered by Seller in accordance with its terms.
3.2. In no event shall Buyer’s liability under the Contract exceed the total amount that would be payable by Buyer to Seller under Section II, Rule 2, Clause 1 of the TCA’s Rules and Section V, Rule 6 or Rule 11 of the MCE Rules.
3.3 Other than as provided in this clause, the Buyer shall have no liability whatsoever for any loss or damage incurred by Seller as a consequence of Buyer’s breach(es) of contract and/or acts or/and omissions.

4. Payment and Offset:

4.1 Subject to the following provision, the Buyer shall pay the price of the cotton in accordance with the terms of the Contract.
4.2 In addition to any other remedy the Buyer might have against the Seller, the Buyer has the right to set-off, withhold or deduct any sum it is owed from any sum it owes to the Seller pursuant to this and/or any other contract between Buyer and Seller.

5. Pricing

5.1 Fixation orders must be placed within ICE COTTON No. 2 market hours. Fixations outside of market hours will not be executed. Fixation orders are only valid once receipt confirmed and validated by the Buyer.
5.2 The Buyer will provide full market cover for fixations from 8am Central Standard Time until market close, any orders placed before this time may not be executed until 8am Central Standard Time.

6.Risk and Insurance:

6.1 Risk of loss or damage to the cotton shall pass from the Seller to Buyer in accordance with the applicable Incoterm specified in the Contract.
6.2 Seller shall procure insurance covering the cotton until such risk passes, in accordance with the relevant Incoterm.

7. Title transfer and warranty

7.1 Title to the cotton sold and purchased under this Contract shall pass from Seller to Buyer upon the earlier of (i) initial payment of the invoiced amount and (ii) delivery of the cotton in accordance with the terms of the Contract.
7.2 In the event of pre-payment of part of the cotton, the Buyer shall acquire proportionate title to the cotton corresponding to the amount paid.
7.3 Seller hereby warrants to Buyer that the title to the cotton passing from Seller to Buyer under the Contract shall be free from any mortgage, charge, lien or any other encumbrance whatsoever.

8. Licences, authorisations, security clearances and other formalities

Buyer and Seller shall obtain and maintain in force all necessary trading licences (if any are required). Failure to obtain and maintain in force such licences shall not be grounds for a claim of force majeure or otherwise closure of the Contract if applicable law and regulations in force at time the Contract was made required such licences to be obtained and maintained.

9. Farming Methods

To the extent applicable, Seller will practice normal, good farming methods in the production and harvesting of the crop. Seller agrees to harvest and gin all cotton in a normal manner and deliver as quickly as practicable after maturity. No cotton shall be harvested in a wet condition or be manually or mechanically picked up off the ground. Seller agrees that the cotton will be chemically or naturally defoliated before machine harvesting and Seller further agrees that the subject cotton will not be defoliated by use of arsenic acid. Seller agrees to use all reasonable efforts to protect cotton from damage by exposure or any other cause from the time it is harvested to the time it is delivered to the warehouse. Cotton sold as irrigated acres will be watered following normal, good farming methods of irrigation for irrigated crops.

10. Force Majeure and “contract closing”

Should performance under the Contract be prevented either partially or otherwise by an event beyond a party’s control or become impossible for a period in excess of 90 days, or should the Seller and the Buyer mutually agree to terminate the Contract for any reason, the parties will, unless otherwise agreed between them in writing, invoice each other back at the prevailing market price as per the Rules of the TCA or MCE.

11. Losses

11.1 In the event of any failure or delay on the part of the Seller to perform any of its obligations under the Contract, the Buyer shall be entitled to claim damages including but not limited to any costs or expenses reasonably incurred by the Buyer, such as those arising from loading/unloading delays or shortage of cotton, and any risk management costs, including those arising from hedging transactions related to the Contract.
11.2 Seller shall indemnify Buyer on first written demand for: (i) all loss and damage suffered as a result of Seller’s failure to perform on time or otherwise any of its contractual obligations; (ii) the failure of the Seller to account to any interested party; (iii) the failure of the Seller to pay and discharge any lien or security interest against the cotton; or (iv) by reason of Seller’s sale or contract to sell the cotton to any party other than the Buyer. Further, Seller irrevocably acknowledges and agrees that the heads of loss and damage envisaged in this clause and in the Contract are within the reasonable contemplation of the parties and thus directly flow in cases of delay or non performance in the cotton trade.
11.3 Buyer’s right to claim loss and damage shall be in addition to any other remedies available to Buyer under the Contract and these terms.

12. Cover

In the event of repudiation or failure of performance by Seller, followed by Buyer’s procurement of substitute cotton as cover, it is agreed by and between the parties that any contract or purchase by Buyer in covering that occurs within 30 days after learning of Seller’s breach or within 30 days after the expected time of delivery under this Contract, whichever is later, shall be considered made without unreasonable delay on the part of Buyer in effecting cover. This paragraph shall not limit Buyer’s rights to elect to recover market price damages, or any other losses
13. Arbitration and governing law
13.1 Where the Base Trade Terms are the Rules of the TCA, any disputes arising out of or in connection with the Contract shall be resolved pursuant to binding arbitration under the Rules of the TCA. The governing law of the Contract shall be the laws of the State of Texas, without regard to conflict of laws principles. The seat of the arbitration shall be in Texas. The language of the arbitration shall be English.
13.2 Where the Base Trade Terms are the Rules of the MCE, any disputes arising out of or in connection with the Contract shall be resolved pursuant to binding arbitration in accordance with Rule 43 of the MCE Trading Rules. The governing law of the Contract shall be the laws of the State of Memphis, without regard to conflict of laws principles. The seat of the arbitration shall be in Tennessee. The language of the arbitration shall be English.

14. Sanctions

14.1 Seller represents and warrants that (i) neither it nor any person or entity that owns or controls it is a designated target of economic trade sanctions promulgated by the United States, the United Kingdom, European Union, United Nations, Australia, Canada, or the country of origin of the goods (“Sanction Laws”); and that (ii) Seller and its agents and representatives will fully comply with all applicable Sanction Laws in their performance under the Contract and will not do anything, or permit anything to be done, which directly or indirectly may cause the Buyer in its opinion to be in violation of the Sanction Laws. Seller agrees to cooperate with the Buyer’s reasonable requests for information or documentation to verify compliance with this clause, failing which Buyer shall be entitled to terminate the Contract with all costs arising for Seller’s account.
14.2 Seller shall on demand indemnify Buyer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Buyer arising out of or in connection with any breach of the warranty contained in this clause. In this clause reference to “Buyer” shall include Buyer’s corporate affiliates, and this clause shall be for the benefit of Buyer and each such corporate affiliate, and shall be enforceable by each such corporate affiliate, in addition to Buyer.

15. Anti-Financial Crime Compliance

Seller represents and warrants that any payment made in connection with the Contract shall not contravene any applicable tax or anti-money laundering laws or regulations, or otherwise give rise to an allegation or offence of tax evasion or money laundering. Seller undertakes to indemnify the Buyer for any losses suffered as a result of a breach of the representation and warranty herein.

16. ESG Compliance

16.1 Seller shall comply with all Applicable Laws including or pertaining to (i) the environment, including but not limited to deforestation, waste and hazardous substances (ii) human rights, (iii) employment including but not limited to prohibition of modern slavery, child labour, abuse of labour, discrimination, wages and benefits, working hours and overtime, (iv) health and safety, (v) anti-corruption and anti-money laundering, (vi) business integrity, and (vii) data protection and privacy.
For the purposes of this clause, Applicable Laws shall mean any international and/or federal, state, national, regional, local and domestic laws, common laws and custom, administrative laws, regulations, statutory guidance, rules, zoning laws, orders, interpretations, permits, standards, bye-laws, codes, judgments, decrees, injunctions, writs and orders of any court, governmental body or arbitrator that apply to this Contract, and/or the Buyer or the Seller.
16.2 Seller shall immediately notify the Buyer of any instance of or grounds to suspect non-compliance with paragraph 15.1 above.
16.3 Notwithstanding paragraph 15.2 above, the Seller shall, upon request, be able to sufficiently demonstrate compliance with paragraph 15.1 above.
16.4 In the event that the Seller is unable to provide satisfactory proof of compliance with paragraph 15.1 above and/or the Buyer has reasonable grounds to suspect Seller has failed to meet its compliance obligations under this clause, the Buyer shall be entitled to terminate the Contract without any liability to the Seller.
16.5 Seller shall on first written demand indemnify Buyer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Buyer arising out of or in connection with Seller’s failure to comply with any of its compliance and regulatory obligations as set out in this clause.
16.6 The Seller is deemed to have signed and accepted Buyer’s Supplier Code of Conduct, and undertakes and warrants that its operations, practices and products are subject to and compliant with the provisions contained in Buyer’s Supplier Code of Conduct and all other Applicable Laws.

17. Severance

17.1 If any court or other competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and validity and enforceability of remaining provisions shall not be affected.
17.2 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, that provision shall apply with minimum modification necessary to make it legal, valid and enforceable.

18. Pre-Contract Statements

The Seller and the Buyer each acknowledge that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.

19. Representations and Warranties

The Seller and the Buyer each hereby represent and warrant to the other that:
(i) each has full capacity to enter into the Contract;
(ii) each has all necessary authority, power, consents, licences and authorisations and has taken all necessary action to enable it lawfully to enter into and perform every part of the Contract;
(iii) person(s) signing the Contract on its behalf have been duly authorised to do so;
(iv) the Contract is binding upon and enforceable against it in accordance with its terms and conditions and does not and will not breach any regulation, order, charge or agreement by which it is bound;
(v) information which it has provided in respect of its financial position, place of incorporation, domicile or other matters is accurate and not misleading in any material respect.

20. Assignment

Neither party to the Contract may assign, transfer, subcontract or delegate in any manner any part thereof without the prior written consent of the other party.

21. Review of Contract

All parties have carefully read and fully understood the terms and provisions of the Contract and these terms, which contain the entire agreement between the Seller and the Buyer relating to the matter herein and may not be modified except by written agreement between the duly authorised representatives of the Seller and the Buyer.

22. Counterparts

The Contract may be executed in two counterparts and may be entered into by the Seller and the Buyer executing a separate counterpart, each of which, taken together, shall constitute one and the same Contract.

23. Notices

23.1 Any notices, instructions, demands, confirmations, contract notes or requests (“Notices”) arising under or in connection with the Contract shall be given in writing. Writing includes electronic mail but notmessages communicated via WhatsApp, SMS, or any similar messaging platform.
23.2 Any notice or other communication shall be deemed to have been duly received: (i) if delivered personally, when left at the registered address of the relevant party; (ii) if delivered by registered mail, at 9.00am on the second business day (in the country of delivery) after posting; (iii) if delivered by commercial courier, on the date and at the time that the commercial courier’s delivery receipt is signed; or (iv) if sent by e-email, within two hours of the same being sent provided the two hours are within normal business hours in the country of the addressee of the e-mail. In the event the e-mail is sent outside of business hours, or less than two hours before the end of the relevant working day in the country of the addressee of the e-mail, the e-mail shall not be deemed received until business resumes the next working day.

24. Heirs, Successors, and Assigns

This Contract is binding on the heirs, successors and assigns of the parties and runs with the land. Buyer may assign rights and delegate performance under this Contract. Buyer may execute this Contract as agent for an undisclosed principal. Any succession, assignment or agency shall not relieve any party of any duty to perform or liability for breach.

25. Third Party Rights

Without prejudice to clause 13.2, no one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce, or otherwise benefit from, any term of the Contract.

26. Precedence

In case of any conflict or ambiguity in construing the terms of the contract, the following order of priority shall apply: (i) the Contract, which includes the relevant business recap and/or written contract issued by the Buyer as defined under clause 1.2, (ii) these GTCs, and (iii) the Rules of the TCA or the MCE, as applicable. Should the Buyer and Seller enter into an addendum amending these GTCs, these GTCs shall be read in conjunction with the addendum. Seller’s terms shall be expressly excluded from the Contract. Without prejudice to the foregoing, should Seller’s terms and conditions be found to apply or be in any way incorporated into the Contract, Buyer’s standard terms and conditions as set out herein shall at all times be deemed to take precedence in the event of any conflict.