TERMS AND CONDITIONS

Effective: January 1, 2024

Protekta Inc. (USA)
9450 SW Gemini Dr, PMB 18989
Beaverton, OR 97008-7105
EIN: 56214322
Contact (invoices / notices / customer service): infous@protekta.com

1. General

1.1.Application; scope.
These General Terms and Conditions of Sale and Delivery (these “Terms”) apply to all quotations, orders, order confirmations, sales and deliveries made by Protekta Inc. and its subsidiaries and affiliates (collectively, “Protekta”), unless expressly agreed otherwise in writing. Any different, additional or conflicting terms proposed by Buyer are rejected unless expressly accepted in writing by Protekta.

1.2.Conclusion of agreement.
An agreement is formed when Protekta accepts Buyer’s order in writing or issues an order confirmation. Deliveries are made on the assumption that the goods are for Buyer’s own use or Buyer’s end-user. Buyer may not assign or transfer rights or obligations under any agreement with Protekta without Protekta’s prior written consent (which shall not be unreasonably withheld).

2. Prices

2.1. Incoterms / delivery basis.
All prices are Ex Works (EXW) Protekta’s facility (Incoterms 2020), unless otherwise agreed in writing.

2.2. Currency; taxes; duties.
All prices are quoted in United States Dollars (USD) and exclude all taxes, duties, customs charges and similar assessments. Buyer is responsible for all such charges or must provide valid tax exemption documentation in advance.

2.3.Pricing.
Prices are those in effect at the time of order acceptance or as set forth in a written quotation accepted by Protekta.

3. Delivery

3.1. Quality.
Protekta will supply goods that conform to the agreed specifications and labeling and comply with applicable U.S. federal and state laws and industry standards, unless otherwise agreed.

3.2. Minimum quantities.
No minimum order quantities apply unless expressly stated in the order confirmation.

3.3. Estimated delivery times.
Delivery dates provided by Protekta are estimates. Protekta will use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for failure to meet estimated dates unless a firm delivery date is expressly agreed in writing.

If Buyer requests expedited delivery and Protekta agrees, Buyer will pay any reasonable additional costs incurred by Protekta for expedited handling and transportation.

3.4. Delay.
Delay in delivery — whether or not a delivery date was agreed — does not automatically entitle Buyer to cancel. Buyer must give Protekta written notice with a reasonable cure period and state an intention to cancel if delivery is not made within that period. If Protekta fails to deliver within the cure period, Buyer may cancel the undelivered portion. Buyer’s remedies for delay are limited to cancellation as stated; Buyer shall not be entitled to consequential or other damages for delay. If delay is attributable to Buyer, Protekta may reasonably extend delivery.

3.5. Fixed-term supply agreements.
For agreements providing for deliveries over a fixed period, the total agreed quantity is the maximum quantity for the period and deliveries shall be made evenly unless otherwise agreed. Buyer remains obligated to purchase the agreed quantity. On expiration or termination, Protekta may (a) treat residual quantity as cancelled, (b) invoice Buyer in advance for the residual quantity at the agreed price, or (c) settle in cash based on the difference between the agreed price and applicable market price. Storage charges may apply to amounts invoiced in advance.

3.6. Place of delivery.
Unless otherwise agreed in writing, delivery is EXW Protekta’s facility.

3.7. Returns.
Products may not be returned unless Protekta expressly agrees in writing.

4. Title; Intellectual Property

Title to the goods transfers to Buyer only upon full payment of the purchase price. Protekta retains all intellectual property rights (including without limitation formulas, recipes, specifications, know-how, patents, designs, trademarks, trade names, trade secrets and copyrights) in its products and processes. No license to Protekta’s intellectual property is granted except by express written agreement.

5. Inspection on Receipt; Complaints and Defects

5.1. Inspection on receipt.
Buyer shall inspect deliveries on receipt and verify quantities and apparent condition. Buyer must notify Protekta in writing of visible defects, shortages or nonconformance within eight (8) days of receipt. For latent defects, Buyer must notify Protekta within a reasonable time after discovery. Failure to give timely notice constitutes acceptance and waives claims for such defects.

Buyer is responsible for proper storage and handling after delivery to prevent deterioration (e.g., protection from heat and moisture).

5.2. Remedies for defective performance.
If Buyer gives timely notice and Protekta confirms a defect, Protekta may, at its option, (a) correct the defect within a reasonable time, (b) replace the defective goods, or (c) give a reasonable reduction in price. If Protekta fails to cure within a reasonable time, Buyer may cancel the defective portion. These remedies are Buyer’s exclusive remedies for defects provided Protekta has the opportunity to cure.

6. Product-Specific Provisions — Feed, Additives and Related Products

These provisions apply if Protekta supplies feed, feed additives or similar animal nutrition or agricultural products.

6.1. Composition and adjustments.
Protekta will supply products with the agreed nutritional composition. Protekta may make reasonable changes in composition that are necessary for technical, regulatory or supply reasons; such changes will follow professional guidelines, and prices and guarantees will be adjusted proportionally where applicable.

6.2. Production sample.
Claims of nonconformity, defects or resulting damage (including to animals) for Protekta-manufactured products must be substantiated by reference to Protekta’s retained production sample(s) taken during manufacture. Samples taken by Buyer alone will not be accepted as sole evidence.

7. Duties, Taxes and Regulatory Costs

If, after formation of the agreement, new import duties, taxes, tariffs or public charges are imposed on Protekta or the products, Protekta may invoice Buyer for those amounts. Protekta may also invoice Buyer for estimated additional costs resulting from new public orders, regulations or prohibitions affecting product content, treatment or production.

8. Payment; Interest; Security

Payment terms are those set out on Protekta’s invoice or in the parties’ written agreement. Unless otherwise agreed, payment is due Net 15 days from invoice date.

If Buyer fails to pay when due, Protekta may charge a late payment fee and interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, and may recover collection costs and reasonable attorneys’ fees. Payments will be applied first to accrued interest and fees and then to principal.

Protekta may require satisfactory security for payment and may suspend deliveries or demand cash on delivery if Buyer’s financial condition or payment history so warrants.

9. Offsetting

Protekta may set off any amounts owed by Buyer against claims Protekta or its consolidated affiliates have against Buyer. Buyer may not set off claims against Protekta unless accepted in writing by Protekta.

10. Liability; Limitation of Liability

To the maximum extent permitted by law, Protekta’s liability arising out of or related to these Terms (whether in contract, tort, strict liability or other wise) is limited as follows

• Protekta will be liable only for direct damages caused by Protekta’s negligent acts or willful misconduct. Protekta is not liable for indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, loss of business or loss of goodwill.
• For claims arising from product defects or delayed/defective delivery (to the extent Protekta is liable), Protekta’s aggregate liability shall not exceed     $700,000 USD per delivery and $1,400,000 USD in the aggregate for all claims within any consecutive 12-month period.

These limitations do not apply to liabilities that cannot be limited by mandatory law(including some product liability statutes) or to liability for Protekta’s gross negligence or willful misconduct.

11. Other Conditions

11.1. Force majeure.
Protekta is excused from performance to the extent caused by circumstances beyond its reasonable control, including but not limited to government actions, epidemics/pandemics, acts of God, fire, floods, shortages (materials, energy, labor), transportation interruptions, strikes, war, civil unrest, terrorism, supplier failures, or other similar events. Protekta may suspend performance or cancel orders affected by such circumstances without liability.

11.2. Assignment.
Buyer may not assign or transfer its rights or obligations without Protekta’s prior written consent.

11.3. Governing law; venue.
These Terms and any disputes arising under or related to them will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The exclusive venue for any litigation shall be the state or federal courts located in Wilmington, Delaware.

11.4. Notices.
Notices must be in writing and sent to the address on the order or to the contact information provided by the parties. For Protekta: 9450 SW Gemini Dr, PMB 18989, Beaverton, OR 97008-7105; infous@protekta.com.

11.5. Severability.
If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

11.6. Entire agreement.
These Terms, together with any accepted order or specification, constitute the entire agreement on the subject and supersede all prior written or oral agreements.

Most recently updated: November 2, 2025