ENGLISH

BR Fresh Exotics B.V. with its registered office in Hardinxveld-Giessendam as well as its legal successors

following General Terms and Conditions of Sale:

1. The other party: all (legal) persons entering into an agreement with BR Fresh Exotics B.V., or to which BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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;

1. These General Terms and Conditions of Sale will apply to all quotes given and special offers made by BR Fresh Exotics B.V. and all Agreements concluded and orders accepted by BR Fresh Exotics B.V.. The General Terms and Conditions of Sale thus apply to all (legal) acts (including omissions) of BR Fresh Exotics B.V. 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 BR Fresh Exotics

B.V. permission to make use of use third parties who are not the employees of BR Fresh Exotics B.V..

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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. if these deviations and/or additions have been agreed on

explicitly between BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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.

1. All agreements concluded by BR Fresh Exotics B.V. are deemed to have been realized at the business

address of BR Fresh Exotics B.V., namely Hardinxveld-Giessendam, the Netherlands, 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 BR Fresh Exotics B.V. are without obligation.

4. BR Fresh Exotics B.V. retains the right to refuse orders without giving any reason.

5. BR Fresh Exotics B.V. 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.

1. In the event that a quote contains an offer without obligation which is accepted by a third party (the

other party), BR Fresh Exotics B.V. 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

BR Fresh Exotics B.V.. 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.

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 BR Fresh Exotics B.V. will be charged to the

other party at all times.

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 BR Fresh Exotics B.V. must pay third

parties arising from and in connection with the cancelled Agreement.

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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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, BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. any sum, especially

if invoices sent by

BR Fresh Exotics B.V. are still partly or fully due, BR Fresh Exotics B.V. will be entitled to suspend the

obligation to deliver until the other party has met all its obligations.

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 BR Fresh Exotics B.V..

3. Any defects and objections not related to circumstances set out in paragraph 1 of this article under c

must be reported to BR Fresh Exotics B.V. in writing immediately after having been established but

within eight hours of delivery at the latest. If BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. in writing to enable BR Fresh Exotics

B.V. to investigate the justness of the complaints concerned on the spot. The other party must enable

BR Fresh Exotics B.V. to verify that the complaints of the other party are justified. In the event that BR

Fresh Exotics B.V. 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 BR

Fresh Exotics B.V. for the other party are delivered to a third party. The other party can thus at no time

argue against BR Fresh Exotics B.V. 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.

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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. the statutory

interest concerned.

5. In the event that even after having been put into default by BR Fresh Exotics B.V., the other party fails

to pay the outstanding sums to BR Fresh Exotics B.V., 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.

1. Goods delivered by BR Fresh Exotics B.V. will remain its property up to the time of full payment of all

claims of BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. has a wellfounded

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,

BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V..

4. In the event that third parties wish to establish or assert a right on the goods delivered by BR Fresh

Exotics B.V. under retention of title, the other party must notify BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. wishes to take to

protect its property rights with regard to goods it has delivered.

are the property of BR Fresh Exotics B.V. (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.

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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V.

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 BR Fresh Exotics B.V..

4. In the event that in the implementation of the Agreement it has goods in its possession (including

packaging) which are the property of BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V., the other party will be obliged to notify BR Fresh

Exotics B.V. 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

BR Fresh Exotics B.V. with a copy of such a report.

5. In the event that BR Fresh Exotics B.V. has delivered goods to the other party that are the property of

a third party, the other party will indemnify BR Fresh Exotics B.V. against all claims of this third party

with regard to damage caused by and/or with the goods that BR Fresh Exotics B.V. has delivered to the

other party, as well as damage caused to the goods supplied by the other party by BR Fresh Exotics

B.V..

6. In the event that the other party or a third party to which the other party has passed on the goods

delivered by BR Fresh Exotics B.V. makes a recall or causes a recall to be made, BR Fresh Exotics

B.V. will only be able to be held liable for (a part of) the costs thereby incurred if i) it is established that

BR Fresh Exotics B.V. is liable for the circumstances that have led to the recall, and ii) BR Fresh Exotics

B.V. 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 BR Fresh Exotics B.V. is liable for any damage, all liability of BR Fresh Exotics B.V.

will be limited to the sum paid out under the public liability insurance of BR Fresh Exotics B.V., 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.

1. In the event of force majeure, BR Fresh Exotics B.V. will be entitled either to suspend the

implementation of the Agreement or to fully or partly terminate the Agreement without the other party

being able to claim any compensation vis-à-vis BR Fresh Exotics B.V..

2. Force majeure of BR Fresh Exotics B.V. should be understood to mean:

- strikes held by the employees of BR Fresh Exotics B.V. or third parties called in by BR Fresh Exotics

B.V. in connection with the implementation of the Agreement;

- illness of employees of BR Fresh Exotics B.V. or third parties called in by BR Fresh Exotics B.V. in

connection with the implementation of the Agreement;

- measures taken and/or prohibitions issued by the Dutch government and/or a foreign government by

which BR Fresh Exotics B.V. is bound;

- unforeseen and unpredictable traffic impediments;

- accident(s) with a means of transport employed in connection with the implementation of the

Agreement as well as unforeseen technical defects in these means of transport;

- (attributable) failure to perform by the suppliers of BR Fresh Exotics B.V.;

- theft of goods required for the implementation of the Agreement;

- as well as all other unforeseen circumstances that prevent BR Fresh Exotics B.V. from implementing

the Agreement properly and on time and that are not for the account and risk of BR Fresh Exotics B.V..

3. In the event that on the commencement of the force majeure, BR Fresh Exotics B.V. has already partly

met its obligations or can only partly meet its obligations, it will be entitled to send out separate invoices

for that supplied and/or the part supplied. The other party will then be obliged to pay the invoice

concerned as if a separate Agreement was concerned.

4. All agreements related to the sale of agrarian products are subject to a good harvest. If as a result of

a disappointing harvest in terms of the quantity and/or quality of the agrarian products concerned there

are fewer products available than could have been expected within reason on concluding the

Agreement, also as a result of products having been declared unfit by the authorized bodies, BR Fresh

Exotics B.V. will have the right to reduce the quantity it sells correspondingly. On reducing the quantity

supplied, BR Fresh Exotics B.V. will fully comply with its obligations to deliver. BR Fresh Exotics B.V.

will not then be obliged to supply substitute agrarian products, neither will it be liable for any loss suffered

whatsoever.

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 BR Fresh Exotics B.V.

and/or the law, including the obligation to pay on time as included in Article 8 of these General Terms

entitled to suspend the implementation of the Agreement and/or to fully or partly terminate the

Agreement and any directly related Agreements without BR Fresh Exotics B.V. being obliged to pay

any compensation and without prejudicing the further rights of BR Fresh Exotics B.V..

2. In the event that the other party is in default, it will owe BR Fresh Exotics B.V. the statutory (commercial)

interest as well as all costs both in and out of court incurred by BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V. 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, BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V..

4. BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V..

5. In each of the cases mentioned in paragraphs 1, 2, 3 and 4 of this article, all claims of BR Fresh Exotics

B.V. 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 BR Fresh Exotics B.V. without delay in the event of the attachment of

movable or immovable goods owned by BR Fresh Exotics B.V. and in possession of the other party in

7. In the event of bankruptcy or suspension of payment, the other party must notify BR Fresh Exotics

B.V. hereof immediately and show the bailiff, curator or administrator the Agreement without delay,

indicating the property rights of BR Fresh Exotics B.V.

1. In connection with the delivery of its goods, BR Fresh Exotics B.V. uses packaging. Among other

things, packaging includes pallets and crates. In the event that BR Fresh Exotics B.V. 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

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 BR Fresh Exotics B.V..

3. In the event that packaging is to be returned by means of the own transport of BR Fresh Exotics B.V.,

the other party must ensure that the packaging is sorted and ready for transport.

4. Packaging not supplied by BR Fresh Exotics B.V. will only be taken back if and insofar as BR Fresh

Exotics B.V. has the products concerned in its own assortment and the packaging is in good condition.

1. BR Fresh Exotics B.V. 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 BR Fresh Exotics B.V.. The other party indemnifies BR Fresh

Exotics B.V. 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 BR Fresh Exotics B.V. that take places after

BR Fresh Exotics B.V. has delivered the goods to the other party.

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 BR Fresh Exotics B.V. has its registered

office, on the understanding that this choice of forum will not affect the right of BR Fresh Exotics B.V. 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.