Article 1 - Definitions

1.1

The following definitions apply in these general terms and conditions: - Dutch Soy: the private limited company Dutch Soy B.V. in Dronten. - Customer: any natural or legal person with whom Dutch Soy concludes an Agreement with regard to to the delivery of goods. - Agreement: the Agreement between Dutch Soy and the Customer with regard to the delivery of goods by Dutch Soy to the Customer.

Article 2 - General

2.1

These general terms and conditions apply to all requests, quotes, offers and Agreements that relate to goods to be delivered by Dutch Soy to the Customer.

2.2

The general terms and conditions of the Buyer are not applicable, not even in addition to these general terms and conditions terms and conditions of Dutch Soy, and their possible applicability, is hereby expressly stated excluded, now and in the future.

2.3

It is only possible to deviate from these general terms and conditions if the parties expressly state this agreed in writing with each other.

2.4

Dutch Soy is authorized to make changes to these general terms and conditions. These changes take effect at the announced time of entry into force. Dutch Soy will provide the amended general send the delivery terms to the Customer in a timely manner. If no time of entry into force has been notified, changes to the Customer come into effect as soon as the change has been communicated to him.

2.5

If a provision of these general terms and conditions is invalid or is annulled, the others will provisions remain in force and the parties will enter into consultations in order to replace a new provision to agree an invalid or annulled provision, whereby as far as possible the purpose and scope of the invalid or annulled provision.

2.6

If provisions in the Agreement conflict with provisions in these general terms terms of delivery, the provisions most favorable to Dutch Soy prevail.

Article 3 - Offers

3.1

Unless otherwise agreed in writing, offers made by Dutch Soy are included included quotes, brochures and price lists, without obligation and valid for thirty (30) days. Dutch Soy is entitled to revoke its offer, also after acceptance of the offer by the Customer.

3.2

If the acceptance by the Customer deviates from the offer included in the offer is from Dutch Soy Dutch Soy is not bound by this. The Agreement then does not come in accordance with this deviating acceptance, unless Dutch Soy states otherwise in writing.

3.3

Offers from Dutch Soy do not apply to future assignments. 2

Article 4 - Prices

4.1

The agreed prices are exclusive of VAT and other costs, such as import and export duties, transport costs and packaging, unless otherwise agreed in writing.

4.2

Dutch Soy is authorized to raise prices based on external factors such as taxes, raw materials, exchange rates, import duties, transport costs, external supplier prices and other levies. If the price increase is more than 10%, the Customer is entitled to terminate the Agreement without that Dutch Soy is liable for any damage, for whatever reason.

4.3

Settlement of exchange rate differences to the disadvantage of Dutch Soy is excluded.

Article 5 - Delivery of goods and transfer of ownership and risk

5.1

Dutch Soy delivers the goods "FCA Dutch Soy" or "FCA supplier / grower" according to the Incoterms 2011, unless agreed otherwise in writing.

5.2

The ownership of the goods to be delivered by Dutch Soy to the Customer transfers to the Customer at the time that the Buyer meets all payment obligations towards Dutch Soy on the basis of all the payments made by Dutch Soy to the Buyer delivered goods. The risk with regard to the delivery by Dutch Soy to the Customer goods will pass at the time of delivery in accordance with article 5.1 of these conditions.

5.3

There are deadlines agreed between Dutch Soy and the Customer with regard to the delivery of goods no deadlines, unless agreed otherwise in writing. Exceeding the delivery period does not entitle the Customer to compensation.

5.4

Dutch Soy is entitled to fulfill the Agreement in parts.

5.5

If the Customer does not fulfill any obligations towards Dutch Soy, for whatever reason, Dutch Soy is entitled to suspend the execution of the Agreement.

Article 6 - Inspection

6.1

When Dutch Soy delivers fresh products to the Buyer, the Buyer is obliged to deliver the goods delivered to be inspected within 24 hours of delivery. Delivery means the actual delivery of the goods by the transporter to the Customer. Any defects must be submitted in writing within the aforementioned period Dutch Soy to be made known, including a description of the defects and, if necessary, below submission of documents, failing which all rights of the Customer vis-à-vis Dutch Soy with regard to these defects expire.

6.2

Upon delivery of frozen products by Dutch Soy to the Customer, the Customer is obliged to make defects within five (5) days after the discovery of the defect or five (5) days after he should reasonably have expected the defect discovering this in writing to Dutch Soy, failing which all the rights of the Customer are towards Dutch Soy regarding these defects will be canceled.

6.3

The customer must at all times give Dutch Soy the opportunity to have the defects found (or have them done) investigations, failing which all rights of the Customer towards Dutch Soy with regard to these defects come to expire.

6.4

If there is a defect that the Customer has reported to Dutch Soy on time, Dutch Soy is entitled - at its own discretion - to re-deliver the goods under the same conditions as originally agreed or to refund the purchase price already paid.

6.5

Return shipments can only take place after written permission from Dutch Soy. The costs of return shipments and the risk thereof are for the account of the Customer.

6.6

Every legal claim of the Customer against Dutch Soy lapses after a lapse of 6 months after the date stated in art. 6.1 and / or art. 6.2 mentioned period.

Article 7 - Payment

7.1

Payment of Dutch Soy's invoices takes place within 14 days after the invoice date, unless otherwise stated in writing made an agreement.

7.2

The time of payment is considered to be the moment when the invoice amount is in the Dutch Soy bank account received. Any reliance by the Customer on settlement or suspension is excluded.

7.3

If the Customer does not receive the invoice within the period specified in art. 7.1 meets a certain period, he is legally in default and then owe Dutch Soy an interest of 1.5% per month. In the event of late payment of a partial payment, the full remaining amount is immediately and fully claimable.

7.4

All legal and extrajudicial costs incurred by Dutch Soy as a result of not being borne by the Customer the fulfillment by the Customer of his obligations towards Dutch Soy, which costs must be incurred set at 2% of the invoice amount with a minimum of € 750, unless the reimbursement is based on the BIK scale is higher, in the case of which reimbursement takes place on the basis of this scale.

7.5

Dutch Soy is entitled at all times, before delivery of the goods takes place, in its opinion to require sufficient security for the fulfillment of the Purchaser's obligations. Refusal of Customer to provide the required security, gives Dutch Soy the right to terminate or terminate the Agreement to suspend, without prejudice to Dutch Soy's right to compensation for damage suffered.

7.6

Payment by the Customer implies approval of the goods delivered by Dutch Soy.

7.7

In the event of liquidation, bankruptcy, seizure or suspension of payment of the Purchaser, all claims are of Dutch Soy on Customer immediately and fully claimable.

Article 8 - Liability

8.1

Customer is liable for all damage that Dutch Soy suffers as a result of any act or omission of Customer.

8.2

The liability of Dutch Soy vis-à-vis the Buyer is limited to intent or deliberate recklessness direct damage. Dutch Soy is not liable for indirect damage, consequential damage, lost profit, etc. Without prejudice to the foregoing, the liability of Dutch Soy is per damage-causing event limited to the amount for which the liability insurance of Dutch Soy offers coverage. If this insurance does not provide cover or does not pay out, the liability of Dutch Soy is limited to the invoice amount for the goods delivered by Dutch Soy to the Customer on which the liability is incurred van Dutch Soy.

8.3

Dutch Soy is not liable for damage caused by engaged third parties.

8.4

All offers and agreements are made subject to sowing, harvesting and storage reservation. When at due to the lack of sufficient seed, a disappointing harvest with regard to quantity or quality, storage of goods and / or rejection of goods by the competent authorities, none or fewer goods are available than could reasonably be expected at the conclusion of the Agreement Dutch Soy has the right to reduce the quantities it sells or to reduce them altogether not to deliver goods and it is not obliged to deliver replacement goods. Then there is no question a shortcoming on the part of Dutch Soy and any liability of Dutch Soy in this regard is excluded.

Article 9 - Force majeure

9.1

Dutch Soy is not obliged to comply with any obligation from the Agreement if it is obliged to do so prevented due to force majeure. Force majeure is understood to mean in whole or in part poor harvest, weather conditions, crop pests and diseases, war, import and export bans, frost, strikes, traffic crashes, regulations, epidemics, loss or damage during transport, fire, theft, both in the company of Dutch Soy and in the company of third parties with whom Dutch Soy does business, and furthermore, all other causes that arise beyond the control of Dutch Soy.

9.2

In the event of force majeure as referred to in art. 9.1 Dutch Soy is entitled to follow that part of the Agreement what she is capable of.

9.3

If a situation of force majeure lasts longer than three (3) months, each of the parties has the right to Terminate the agreement without legal intervention or notice of default, without Dutch Soy is obliged to pay compensation, for whatever reason.

Article 10 - Agreement and termination

10.1

Without prejudice to the provisions of the Agreement, Dutch Soy is entitled without notice of default or judicial intervention the Agreement by registered letter with immediate effect, to be wholly or partially terminated:

• a. in the event of (a request for the award of a) bankruptcy or suspension of payment of the Customer;
• b. in the event of total or partial shutdown of the business of the Customer, insofar as this is a impedes proper fulfillment of the Purchaser's obligations under the Agreement;
• c. in the event of the dissolution or liquidation of the business of the Customer or in the event the Customer ceases to operate to exist;
• d. in the event of seizure of a substantial part of the assets of the Customer and this seizure a impedes proper fulfillment of the Purchaser's obligations under the Agreement;
• e. if the Customer is unable and / or willing to fulfill his obligations under the Agreement;

10.2

In the cases mentioned in art. 10.1 Dutch Soy is authorized to suspend the (further) execution of the Agreement aprons. All claims that Dutch Soy has or may have against the Customer in these cases will be immediate and are fully claimable.

Article 11 - Confidentiality

11.1

The customer is under no obligation whatsoever to the content of the Agreement and everything related to it publicly disclosed to third parties, except to the extent that it is based on any legal provision or court judgment is mandatory.

11.2

The confidentiality obligation in this article also remains in force after the end of the Agreement.

Article 12 - Applicable law and disputes

12.1

Dutch law applies to these general terms and conditions of delivery and the Agreement. Others arrangements or treaties, such as the Vienna Sales Convention, are excluded.

12.2

All disputes arising from or related to the Agreement and these general terms and conditions terms of delivery will be settled by the competent court in the district where Dutch Soy is established.

Article 13 - Other provisions

13.1

The rights and obligations under the Agreement are not transferable by the customer. This provision has property law effect.

Dutch Soy B.V.

September 2019