Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE

De Terp Squashpackers B.V. with its registered office in
Lutterveld 2a, Erichem as well as its legal successors and affiliated companies,
hereinafter to be referred to as ‘De Terp SQP’, has laid down the following General
Terms and Conditions of Sale:

Article 1 Definitions

1. The other party: all (legal) persons entering into an agreement with De Terp SQP,
or to which De Terp SQP makes a special offer and/or gives a quote, as well as
their representative(s), authorized agent(s), legal successor(s) and heirs;

2. Agreement: all Agreements realized between De Terp SQP and the other party
and all modifications or additions thereto as well as all (legal) acts performed in
preparation and in implementation of such an Agreement;

Article 2 Applicability

1. These General Terms and Conditions of Sale will apply to all quotes given and
special offers made by De Terp SQP and all Agreements concluded and orders
accepted by De Terp SQP. The General Terms and Conditions of Sale thus apply
to all (legal) acts (including omissions) of De Terp SQP and its relevant other
party.

2. Agreements as referred to in paragraph 1 of this article include sale agreements,
commission agreements, consignment agreements, framework agreements and
related agreements.

3. For the implementation of that stipulated in the Agreement, the other party gives
De Terp SQP permission to make use of use third parties who are not the
employees of De Terp SQP. The General Terms and Conditions of Sale also
apply to legal acts carried out by these third parties in connection with the
fulfilment of obligations to which De Terp SQP is subject pursuant to the
Agreement.

4. Deviations from and/or additions to any provision in these General Terms and
Conditions of Sale will only be binding for De Terp SQP if these deviations and/or
additions have been agreed on explicitly between De Terp SQP and the other
party, without reservation and in writing. Any deviations and/or additions agreed
on will only apply to the Agreement concerned.

5. In the event that and insofar as on accepting a quote or an offer or entering into
an agreement the other party refers to general terms and conditions other than
the General Terms and Conditions of Sale of De Terp SQP with a view to
applying these general terms and conditions to the Agreement, other general
terms and conditions than these General Terms and Conditions of Sale will only
apply to the Agreement if De Terp SQP has accepted such general terms and
conditions without reservation and in writing.

6. In the event that following the intervention of a judicial authority, any provision of
these General Terms and Conditions of Sale appears to be null and void, solely
the provision concerned will cease to apply. All other provisions will continue to
apply without prejudice.

Article 3 Offers and prices

1. All agreements concluded by De Terp SQP are deemed to have been realized at
the business address of De Terp SQP, namely De Terp SQP, both with regard to
the implementation and the payment of the Agreement.

2. All sums mentioned in quotes, special offers, Agreements and orders will be given
in Euros unless the parties have agreed otherwise in writing. Moreover, all sums
mentioned are exclusive of transport costs and turnover tax, unless the parties
have agreed otherwise in writing.

3. All offers made by De Terp SQP are without obligation.

4. De Terp SQP retains the right to refuse orders without giving any reason.

5. De Terp SQP is not obliged to keep to an offer and/or an agreement for a
specified price if this price is based on a misprint and/or a writing error.

Article 4 Agreement

1. In the event that a quote contains an offer without obligation which is accepted by
a third party (the other party), De Terp SQP will have the right to revoke the offer
within two working days of having received such acceptance.

2. The other party will receive written confirmation of the order or a written record of
the Agreement from De Terp SQP. This written record can consist of the invoice
and/or purchase order.

3. If after the Agreement has been realized the parties agree on further and/or
additional agreements or modifications, these will only be binding if and insofar as
these agreements have been laid down in writing. In this case too, the written
record can consist of the invoice and/or purchase order.

Article 5 Cancellation of the Agreement

1. The other party can only cancel the Agreement if this takes place in writing prior
to the commencement of the implementation of the Agreement. With due
observance of that stipulated hereinafter, in the event of a cancellation, all
preparatory expenses incurred by De Terp SQP will be charged to the other party
at all times.

2. In the event that the Agreement is cancelled within 72 hours prior to the time of
delivery agreed on, in addition to the preparatory expenses, the other party will
owe compensation set at 50% of the price agreed. If the Agreement is cancelled
later than 24 hours prior to the time of delivery, the other party will owe the full
price agreed.

3. In the event that the Agreement is cancelled, regardless of the date on which the
cancellation takes place, the other party will be obliged to compensate the costs
that De Terp SQP must pay third parties arising from and in connection with the
cancelled Agreement.

Article 6 Delivery

1. The delivery time agreed is not a strict deadline unless the parties have explicitly
agreed otherwise.

2. Insofar as these are within reason, delivery delays will not give the other party the
right to terminate the Agreement or to any compensation.

3. Barring notice to the contrary given by the other party, that delivered by De Terp
SQP must comply with that agreed on by the parties both in terms of number and
weight and in terms of requirements prescribed by public and public law. The
parties explicitly agree on presumptive evidence with regard hereto.

4. Deliveries will be made to the customer, unless the parties have agreed otherwise
in writing with regard hereto. The time of delivery is the time at which the goods
are delivered to the customer.

5. In the event that parties have agreed that De Terp SQP will store the goods it is to
deliver for the other party, either in its own storage space or in that of a third party,
the goods will be handed over at the time of their storage.

6. Before fulfilling the obligations it is subject to arising from the Agreement, De Terp
SQP is entitled to demand sufficient security with regard to the other party’s
fulfilment of its payment obligations.

7. In the event that the other party still has an obligation to pay [business name] any
sum, especially if invoices sent by De Terp SQP are still partly or fully due,
[business name] will be entitled to suspend the obligation to deliver until the other
party has met all its obligations.

Article 7 Acceptance and complaints

1. Immediately following the delivery of the goods agreed by De Terp SQP, they
must be inspected and verified by the other party. The inspection and verification
must be carried out in the presence of the driver. The other party must verify
whether the goods delivered comply with that stipulated in the Agreement,
namely:
a. whether the correct goods have been delivered;
b. whether the goods delivered comply with the quality requirements made
and agreed with regard thereto, or in other words, the requirements that
may be made in connection with normal use and/or commercial
purposes;
c. whether the goods delivered comply with that agreed on by the parties
in terms of quantity (number, amount, weight). If a difference is
established by the other party that is less than 10%, the other party will
be obliged to fully accept the goods delivered, such for a pro rata
reduction of the price agreed.

2. In the event that the goods are delivered ex warehouse, the other party must
inspect the goods delivered in the sales space of De Terp SQP.

3. Any defects and objections not related to circumstances set out in paragraph 1 of
this article under c must be reported to De Terp SQP in writing immediately after
having been established but within eight hours of delivery at the latest. If De Terp
SQP has not received a complaint immediately following delivery, the goods will
be deemed to have been delivered in conformity with that stipulated in the
Agreement and without any defects.

4. As soon as possible after having been established, any complaints concerning
defects that are not immediately visible must communicated to De Terp SQP in
writing to enable De Terp SQP to investigate the justness of the complaints
concerned on the spot. The other party must enable De Terp SQP to verify that
the complaints of the other party are justified. In the event that De Terp SQP has
not received a written complaint from the other party within eight hours of the
delivery, the defect and/or the fault will not be deemed to have been present at
the time of the delivery, but the parties will take it for granted that this defect
and/or this fault arose after delivery.

5. That stipulated in this article will apply without prejudice in the event that the
goods delivered by De Terp SQP for the other party are delivered to a third party.
The other party can thus at no time argue against De Terp SQP that it had not
inspected the goods delivered in view of the fact that they were stored with a third
party elsewhere.

6. The other party is obliged to keep the goods as a prudent debtor and possessor
at all times.

Article 8 Payment
1. Unless the regulation concerned has been departed from, the other party must
pay the price agreed on after receiving the invoice related to the delivery without a
reduction or claiming compensation within 14 days as of the date of invoice.

2. The setting off by the other party of the sums invoiced by De Terp SQP against a
counterclaim put forward by the other party or the suspension of payment by the
other party in connection with a counterclaim is not permitted, unless De Terp
SQP has explicitly acknowledged the fact that it is obliged to pay the counterclaim
without reservation, or the existence of the counterclaim has been irrevocably
established at law.

3. In the event that the term of payment is exceeded, the other party will owe default
interest of 1% per month, without prejudicing the other rights of De Terp SQP
such as the right to compensation for extrajudicial costs and statutory interest.

4. In the event that the term of payment is exceeded, without prior notice of default,
the other party will owe statutory commercial interest on the outstanding sum.
Insofar as it has been established at law that the Buyer does not owe statutory
commercial interest, it will owe De Terp SQP the statutory interest concerned.

5. In the event that even after having been put into default by De Terp SQP, the
other party fails to pay the outstanding sums to De Terp SQP, in addition to the
total sum due consisting of the outstanding sums increased by the interest
payable, it will also be obliged to pay compensation for extrajudicial collection
costs. The sum of the extrajudicial collection costs is set at 15% of the principal
sum due.

6. Payment made by the other party will first be applied to settle all interest and
costs payable and subsequently for those invoices that have been outstanding for
the longest periods. This will also be the case if the other party states that the
payment relates to a later invoice.

Article 9 Retention of title

1. Goods delivered by De Terp SQP will remain its property up to the time of full
payment of all claims of De Terp SQP vis-à-vis the other party on the basis of
agreements concluded between them, including interests and costs.

2. The other party will only be authorized to resell goods delivered by De Terp SQP
that are subject to retention of title, as set out in paragraph 1 of this article, if
reselling is one of the other party’s normal business activities.

3. In the event that the other party fails to observe its obligations, or if De Terp SQP
has a well-founded fear that the other party is not capable of fulfilling its
obligations flowing from the Agreement, or if there is a suspicion that the other
party does not wish to fulfil the obligations to which it is subject, De Terp SQP will
be entitled to take back the goods it has delivered, subject to retention of title
mentioned in paragraph 1 of this article, from the other party or from a third party
keeping these goods for the other party or to cause these goods to be taken back.
The other party will be obliged to cooperate with such action carried out by De
Terp SQP.

4. In the event that third parties wish to establish or assert a right on the goods
delivered by De Terp SQP under retention of title, the other party must notify De
Terp SQP hereof by return of post. The other party must moreover point out to the
third party concerned the fact that the goods in question were delivered under
retention of title. The other party must provide the third party with the Agreement
concluded between the parties from which it is apparent that a retention of title
was claimed with regard to the goods delivered.

5. The other party is obliged to cooperate with all measures that De Terp SQP
wishes to take to protect its property rights with regard to goods it has delivered.

Article 10 Liability and risk

1. In the event that the other party has goods in its possession delivered by De Terp
SQP which are the property of De Terp SQP (including packaging) and/or which
are subject to retention of title as referred to in Article 9 of these General Terms
and Conditions of Sale, as of the time at which the goods are delivered to it up to
the time at which they are returned or the time at which the ownership of these
goods is transferred, the other party will be liable for any damage caused by
and/or with these goods.

2. In the event that it has goods in its possession that are the property of De Terp
SQP (including packaging) and/or which are subject to retention of title as
mentioned in Article 9 of these General Terms and Conditions of Sale, the other
party will be liable for any loss suffered by De Terp SQP as a result of the
damage to, the loss of or the destruction of these goods, which loss arose in the
period between the time at which De Terp SQP delivered the goods and the time
at which the goods were returned or the time at which the ownership of the goods
was passed.

3. In the event that as a result of circumstances attributable to the other party De
Terp SQP wishes to make use of its retention of title but nevertheless suffers a
loss, the other party will be liable for the loss suffered by De Terp SQP.

4. In the event that in the implementation of the Agreement it has goods in its
possession (including packaging) which are the property of De Terp SQP and/or
subject to retention of title as referred to in Article 9 of these General Terms and
Conditions of Sale and in the event of theft, loss or damage to the goods supplied
to it by De Terp SQP, the other party will be obliged to notify De Terp SQP hereof
immediately. The other party must immediately report theft or acts of war to the
police of the municipality where the theft and/or the act of war took place. The
other party must provide De Terp SQP with a copy of such a report.

5. In the event that De Terp SQP has delivered goods to the other party that are the
property of a third party, the other party will indemnify De Terp SQP against all
claims of this third party with regard to damage caused by and/or with the goods
that De Terp SQP has delivered to the other party, as well as damage caused to
the goods supplied by the other party by De Terp SQP.

6. In the event that the other party or a third party to which the other party has
passed on the goods delivered by De Terp SQP makes a recall or causes a recall
to be made, De Terp SQP will only be able to be held liable for (a part of) the
costs thereby incurred if i) it is established that De Terp SQP is liable for the
circumstances that have led to the recall, and ii) De Terp SQP was consulted and
had its say before the recall was made and iii) it has been established that the
other party acted as a reasonable and reasonably competent professional and
attempted to limit the costs incurred in connection with the recall as far as
possible.

7. In the event that De Terp SQP is liable for any damage, all liability of De Terp
SQP will be limited to the sum paid out under the public liability insurance of De
Terp SQP, increased by the own risk under this insurance policy. If for any reason
whatsoever no sum is paid out pursuant to this insurance, all liability will be limited
to the sum of the invoice corresponding to the Agreement on which the other
party’s claim is based, on the understanding that all liability will be limited to a
sum of EUR 40,000.

Article 11 Force majeure

 

Article 12 Default and termination

1. In the event that the other party fails to comply, fails to comply properly or fails to
comply on time with any obligation arising for the other party from the Agreement
concluded with De Terp SQP and/or the law, including the obligation to pay on
time as included in Article 8 of these General Terms and Conditions of Sale, the
other party will be in default de jure and De Terp SQP will be entitled to suspend
the implementation of the Agreement and/or to fully or partly terminate the
Agreement and any directly related Agreements without De Terp SQP being
obliged to pay any compensation and without prejudicing the further rights of De
Terp SQP.

2. In the event that the other party is in default, it will owe De Terp SQP the statutory
(commercial) interest as well as all costs both in and out of court incurred by
de Terp SQP within reason in establishing the liability of the other party and/or
in acquiring payment of its claims which are covered by Article 6:96 paragraph 2
of the Dutch Civil Code.

3. In the event of the (provisional) suspension of payment or the bankruptcy of the
other party or the closing down or the winding-up of the business of the other
party, all Agreements with the other party will be terminated by operation of law,
unless De Terp SQP notifies the other party within a reasonable term that it
requires the observance of (part of) the Agreement(s), in which case without
giving notice of default, De Terp SQP will be entitled to suspend the
implementation of the Agreement(s) concerned until sufficient security has been
given with regard to payment, without prejudicing the further rights of De Terp
SQP.

4. De Terp SQP will have the right to terminate the Agreement in the event of
permanent force majeure of the other party. The other party will then compensate
all costs incurred and to be incurred by De Terp SQP.

5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all
claims of De Terp SQP vis-à-vis the other party will be immediately due and
payable and the other party will be obliged to immediately return leased goods or
goods for which payment has not yet been received.

6. The other party must notify De Terp SQP without delay in the event of the
attachment of movable or immovable goods owned by De Terp SQP and in
possession of the other party in connection with the implementation of the
Agreement.

7. In the event of bankruptcy or suspension of payment, the other party must notify
De Terp SQP hereof immediately and show the bailiff, curator or administrator the
Agreement without delay, indicating the property rights of De Terp SQP.

Article 13 Packaging

1. In connection with the delivery of its goods, De Terp SQP uses packaging. Among
other things, packaging includes pallets and crates. In the event that De Terp
SQP charges a deposit with regard hereto, the packaging will be taken back for
the price of the invoice applicable at that time (in the event that business is done
in a foreign currency the packaging will be taken back at the exchange rate
applicable at the time of delivery). In taking delivery of returned packaging, a fixed
sum in compensation may be charged in conformity with the applicable
regulations. These regulations will be provided to the other party at its request.

2. The packaging that the other party wishes to return must be clean and fresh
enough to be used for freshly edible horticultural products without further action
needing to be taken by De Terp SQP.

3. In the event that packaging is to be returned by means of the own transport of De
Terp SQP, the other party must ensure that the packaging is sorted and ready for
transport.

4. Packaging not supplied by De Terp SQP will only be taken back if and insofar as
De Terp SQP has the products concerned in its own assortment and the
packaging is in good condition.

Article 14 Industrial and intellectual property rights

1. De Terp SQP explicitly reserves any intellectual and/or industrial property rights
(trademarks) with regard to the products it supplies.

2. The other party is not permitted to infringe on the intellectual and/or industrial
property rights of a third party using the products supplied by De Terp SQP. The
other party indemnifies De Terp SQP against any claims of third parties on the
basis of an infringement of intellectual and/or industrial property rights by means
of goods delivered by De Terp SQP that take places after De Terp SQP has
delivered the goods to the other party.

Article 15 Applicable law

1. The legal relationship between De Terp SQP and the other party is governed by
Dutch law.

Article 16 Disputes

1. Any disputes flowing from an order, a quote, an offer or an Agreement to which
these General Terms and Conditions of Sale apply, including conflicts related to
these General Terms and Conditions of Sale, will be exclusively by the competent
court in the district where De Terp SQP has its registered office, on the
understanding that this choice of forum will not affect the right of De Terp SQP to
settle a dispute by means of arbitration or a binding opinion.

2. In derogation of that stipulated in paragraph 1 of this article, the parties can agree
in writing that they will allow the settlement of the dispute to be settled by the
competent court in another district.