TERMS OF PURCHASE FROM FARMERS

FRUKLAS S.L.

TERMS OF PURCHASE APPLICABLE WHEN WE BUY FROM FARMERS

The following translation into English of the general conditions of purchase - which apply when Fruklas sl purchases from a producer/farmer - is provided for information only. The original in Spanish is to be considered as the applicable legal agreement and in any case the Spanish terms shall prevail

ARTICLE 1. GENERAL CLAUSES AND DEFINITIONS

1.1 Buyer: the limited liability company Fruklas sl, with registered office in Alicante, Mercalicante, Pto. 134/136/138 - Ctra. Madrid, Km. 4 03114 ALICANTE – Spain Tlf. +34 966300790 - info@fruklas.es - VAT number B-53939146.

1.2 These general conditions will apply to all legal relationships and offers in which the Buyer acts as a (potential) buyer of goods and/or services;

1.3 Supplier: any natural or legal person with whom the Buyer enters into a contract for the provision of goods and/or services;

1.4 Parties: Buyer and Supplier jointly;

1.5 Any deviation from these general conditions will only be valid if both Parties expressly accept it in writing;

1.6 The partial or total annulment, declaration of nullity or any other form of declaration of inapplicability of one or more of the clauses included in these conditions by a competent judicial institution and/or arbitrator will not affect the validity and/or applicability of the others. clauses of these general conditions

ARTICLE 2. PERFECTION OF THE CONTRACT

2.1 All information, including offers, price lists, etc., made available to the Buyer by the Supplier, shall at all times be considered as a non-binding offer to the Buyer, except when and to the extent agreed otherwise in a framework agreement or successive delivery contract previously entered into between the Parties.

2.2 The Supplier may only accept the Buyer's offers in their entirety and without modification.

2.3 The Buyer's offers or requests for quotes will be without obligation at all times, the Supplier may never derive rights from them. A contract between the Parties will only be concluded after the Supplier has received a written order confirmation from the Buyer. In addition, the Buyer shall have the right at any time to cancel or modify his offer within two days after the Supplier received it without having to pay the Supplier any compensation (for damages). The day the Buyer sends the cancellation or

modification to the Provider, will be considered as the date/time of suspension or modification.

ARTICLE 3. THE CONTRACT

3.1 Any delivery, offer, contract as well as any other expression of the Buyer and the Supplier must comply at all times with the following:

a) The Buyer is specialized in the business, import and export of, among other things, grapes, potatoes, vegetables, fruits, vegetables and exotics and aspires to provide optimal services with excellent quality goods. It is for this reason that the Buyer wishes to make use of the Supplier's services. All the Supplier's goods and services that the Supplier delivers to the Buyer will therefore have to be of optimal quality and freshness; Likewise, these services and goods will have to coincide entirely with the specifications and requirements indicated, as they have been formulated by the Buyer. In addition, all goods will have to comply with the rules and requirements in force between the European Communities.

If the contract implies that the Supplier has a choice regarding the quality and/or

freshness of the goods to be delivered, he will be obliged at all times to opt for the maximum quality and freshness, thus complying with the specifications given by the Buyer;

b) The declarations of the Parties regarding the quality, quantity, size, weight, color, composition, shape, dimensions, transport, packaging, temperature (delivery), etc. they will form an integral part of everything agreed and therefore they will have to be fulfilled entirely in the delivery;

c) The Supplier also guarantees that its deliveries will comply at all times with the

legal provisions in force and/or other regulations and/or requirements applicable by administrative order;

d) The goods delivered will have to match the samples and/or models previously

taught;

e) The Supplier guarantees the Buyer that it will comply with the requirements mentioned in the paragraphs a through d of this section. The instructions and/or indications of the Buyer, for example with respect to the origin of the goods to be delivered, will not affect these guarantees.

3.2 The Supplier may not unilaterally change the agreed price; Said price will also be considered including the costs of adequate packaging. The agreed price may not be increased without the written consent of the Buyer. The Buyer may never be charged for costs in relation to offers (previously submitted). Unless otherwise agreed, it will be understood that all prices given by the Supplier refer to DDP delivery (Delivered Duty Paid - delivery at destination with duties paid) (Incoterms 2000) at the delivery address to be designated by the Buyer. All costs owed by the Supplier after the purchase of the goods until delivery shall be at its expense and risk. If and to the extent such costs have been paid by the Buyer, they will qualify as advance payment to the Supplier.

3.3 The Buyer shall have the right at any time to demand a bank guarantee from the Supplier, issued by a bank with its registered office in the Netherlands, as security for the performance of the contract by the Supplier. This bank guarantee will have to be drafted according to a model to be provided by the Buyer.

ARTICLE 4. PACKAGING

4.1 All goods must be adequately packaged and arrive at their destination in good condition under normal and customary transport conditions for such products. The packaging has to be suitable for the (regular) storage of food. If and to the extent that the goods are not adequately packaged, the Buyer has the right to return these inadequately packaged goods to the Supplier. In this case, the Supplier will be responsible for all damages of the Buyer caused directly or indirectly by this defective packaging.

4.2 The Buyer has the right at any time to return the packaging materials to the Supplier. The packaging materials will be returned at the Supplier's expense and risk to the address designated for this purpose by the Supplier, and failing that, to the Supplier's nearest establishment address.

4.3 If the Buyer has given instructions in advance regarding the method and material of packing the goods, the Supplier will have to follow those instructions and they will be considered as an integral part of the contract.

ARTICLE 5. WARRANTY

5.1 The Supplier guarantees that the goods delivered and/or to be delivered meet the requirements mentioned in these general conditions, among which are included in article 3.

5.2 If the goods delivered do not meet the agreed requirements, the Supplier will have to comply with its obligations as soon as possible without the need for a requirement in this regard.

5.3 If the Supplier in any way fails to comply with its obligations, the Buyer will constitute the Supplier in writing in default granting it a reasonable period of time to still comply with its obligations, with the exception of the situation referred to in article 8.2 . 2. If the Supplier fails to correct its breach before said period has elapsed, it will be in default and will be responsible for all damages suffered by the Buyer.

ARTICLE 6. MODIFICATIONS

6.1 The Parties shall have the right to modify the nature, content and/or scope of the contract. All modifications shall be recorded in writing between the Parties. The Parties shall not have the right to modify the contract without having obtained the prior written consent of the other Party.

ARTICLE 7. INSPECTION AND EVALUATION

7.1 Before, during and after the actual delivery, the Buyer or third parties designated for this purpose by the Buyer may carry out an inspection and/or quality control of the goods delivered.

7.2 The Supplier undertakes to provide assistance in the inspections and/or quality controls mentioned above. By this is understood in any case the Supplier's obligation to give access to the site where the goods are stored and the provision, at its own expense, of the necessary documents and information.

7.3 If inspections and/or quality controls are carried out in the context of the Supplier's non-compliance, the latter will bear the costs related to them.

Travel and subsistence expenses of the Buyer or third parties designated by the Buyer will be borne by the Buyer.

7.4 If the Buyer rejects the goods by virtue of the inspections and/or quality controls mentioned in this article, such goods will be at the Supplier's expense and risk from that moment on.

7.5 If the Supplier does not respond to the Buyer within 8 hours after a notification addressed to the Supplier about the rejection of the goods delivered by the latter, the Buyer shall have the right to sell the goods in question at the Supplier's expense and risk and to claim from the Provider the payment of the costs related to said sale.

ARTICLE 8. DELIVERY

8.1 The delivery period or delivery date shall be mentioned in the Buyer's order as the day, month, year and if required, even the time, during Buyer's normal opening hours, on which the Supplier will have to deliver the estate. If a delivery period has not been specified, or at least the day on which delivery has to be made has not been specified, the Parties will determine the delivery period by mutual agreement. The Supplier will contact the Buyer immediately after receiving such an assignment/order. (If the Supplier does not comply with this obligation, the Buyer shall have the right to dissolve the contract by notice in writing without being obliged to pay any compensation).

8.2 The deadlines or delivery dates are peremptory deadlines. If it fails to comply with its obligation to make the delivery at the agreed time, the Supplier will therefore be in default by operation of law and in that case, it will be responsible for all the damages caused by this to the Buyer and its customers. If Supplier still makes delivery, Buyer's mere acceptance of delivery shall not mean that Supplier has thereby fulfilled all of Supplier's obligations.

8.3 If and to the extent that the Buyer has expressed a preference in his order for a delivery time/delivery date against which the Supplier has not objected, this preferred date shall qualify as the agreed delivery date.

8.4 The Supplier will be responsible for all damages caused directly or indirectly by breaches by the Supplier, which will include, among others, the expenses incurred by the Buyer due to the purchase of goods in replacement of the goods referred to. contract.

8.5 Unless otherwise agreed in writing, the Supplier will arrange for the transportation of the goods. To this end, the Supplier will use its own means of transport or third parties contracted at its expense and risk. If the Supplier entrusts the transport to third parties, the delivery will only take place at the moment immediately after the goods have arrived at the agreed place of delivery of the Buyer.

8.6 The Buyer shall be deemed to have made a reservation in the acceptance of any delivery with regard to the quality and content of the delivery. If goods have been delivered that do not comply with the contract, the Buyer shall have the right to claim against the Supplier at the time that said defect is revealed to the Buyer. The Supplier will be informed as soon as reasonably possible.

ARTICLE 9. PAYMENT

9.1 Unless otherwise agreed in writing, the Buyer will comply with its payment obligations no later than 30 days after delivery of the goods and receipt of the invoice relating to them. If and to the extent that the Buyer has made a claim against the Supplier in respect of (part of) what was invoiced, the Buyer shall have the right to suspend its payment obligation. In addition, Buyer shall have the right to resend invoices that are incorrectly addressed or contain other inaccuracies without being obligated to pay them.

9.2 If and to the extent that Buyer makes payments to Supplier before such payments became due under paragraph 1 of this article, Supplier shall promptly repay these payments to Buyer without adjustment.

9.3 A legal effect can never be linked to the payments by the Buyer; neither can the recognition of due compliance with the contract by the Supplier be inferred from them.

9.4 The Supplier will have to deduct each payment of the debt as the Buyer specifies in said payment. The specification may be made before, simultaneously or after the payment in question.

9.5 Buyer shall have the right at all times to discount Supplier's due claims against any (possibly not yet due/future) claims of Buyer against Supplier.

ARTICLE 10. LIABILITY

10.1 If the Supplier is damaged, the Buyer can never be held liable for an amount that exceeds the purchase price of the delivery in question that caused the damage.

10.2 If the Supplier is of the opinion that the Buyer is not in compliance with its obligations, the Supplier must first place the Buyer in default and then give the Buyer a reasonable period of at least 10 working days to correct the apparent non-performance. At that time, Buyer shall have the right to perform the contract and Buyer's obligations without having to pay any compensation.

10.3 The Buyer shall have the right at any time to refuse delivery of the defective goods or to return them to the Supplier or to third parties contracted by the Supplier for the transport. In this case, the Buyer will not have the obligation to ensure the conservation of the goods or guarantee the preservation (in terms of quality or quantity) of the same.

10.4 The Supplier will be obliged to insure the goods to be delivered, both during storage and during transport, covering in all cases the risks with respect to transport, fire, theft, damage caused by storms or water and embezzlement. The Supplier shall not be authorized to pledge or assign the rights to compensation that may arise from said insurance or to establish them as a guarantee to a third party in any other way. The Supplier now declares that it is willing to assign these rights to compensation to the Buyer upon first request and free of charge.

10.5 If and to the extent that the Buyer makes good the damage caused directly or indirectly by the Supplier's breach of contract, the Supplier shall be obliged to indemnify such damage to the Buyer, increased by all interest and expenses, without taking into account the manner in which or the reason why said repairs are owed, without taking into account whether or not the Buyer was legally bound to such repair and without considering whether the Supplier was aware of the apparent defects in the delivery or the performance of the contract.

10.6 The Supplier will be obliged to inform the Buyer in advance and provide him with all the information regarding the products, their origin and quality. In addition, the Supplier guarantees that all deliveries will be in accordance with the legal provisions in force in this regard in the countries of origin, transit and delivery, and also declares from now until then to be willing to provide assistance in cases qualified by the Buyer as calamities and product recall procedures. The Provider will never have any right of lien.

ARTICLE 11. SECRET

11.1 The Supplier warrants to the Buyer that it will keep confidential the information about the Buyer's company provided in the context of the contract and that it will enforce such secrecy on its employees.

11.2 The Supplier may only disclose a contract with the Buyer or a delivery to the Buyer to third parties after having obtained the corresponding prior written authorization from the Buyer. The Buyer shall have the right to make said authorization subject to conditions.

ARTICLE 12. INTELLECTUAL PROPERTY

12.1 The Supplier guarantees that the goods delivered by him or the packaging materials that do not belong to the Buyer, do not violate any intellectual property right, including in any case trade names, copyrights, design rights, trademark rights and copyrights. patent.

12.2 Supplier will release and indemnify Buyer upon Buyer being confronted with any claim or claim that materials or goods from Supplier violate any right of a third party.

12.3 The Supplier warrants to the Buyer that it will not violate Buyer's intellectual property rights, which include in any case its trademarks and trade names. The Supplier is only authorized to use the Buyer's trademarks and trade names if and to the extent necessary for the performance of the contract.

12.4 Supplier is not authorized to use Buyer's names and/or trade marks in any way outside the context of the contract, for example for marketing, delivery, advertising or otherwise.

12.4 If the Buyer finds that the Supplier, taking into account the above, has made unlawful use of the Buyer's names or trademarks, the Buyer shall have the right to dissolve all contracts with the Supplier in force at that time without having to to pay any compensation to the Supplier. The Supplier will be responsible for such illegal use and will indemnify the Buyer for all damages caused directly or indirectly by such use. In addition, the Parties explicitly agree to a fine not subject to moderation of 20,000.00 euros

for violation of a provision of this article, regardless of Buyer's right to claim damages. The damages suffered by the Buyer in that case also include the profits unlawfully generated by the Supplier through the breach.

ARTICLE 13. TRANSMISSION

13.1 The Supplier is not authorized to transfer the rights and obligations arising from the contract in whole or in part without the prior written authorization of the Buyer.

13.2 The Supplier is not authorized to transfer the performance of the contract in whole or in part to third parties without the prior written consent of the Buyer.

ARTICLE 14. BREACHES

14.1 If the Supplier does not comply with an obligation towards the Buyer arising from a contract or these general conditions, or does not fulfill it duly or on time, and also in the event of bankruptcy, suspension of payments or submission to guardianship of the Supplier, or in In the event of embargo and/or liquidation of the Supplier's company, and/or application of the debt restructuring regime to it, the Buyer shall have the right, at its discretion and without obligation to pay any compensation, without prejudice to the other rights that has, to dissolve the contract totally or partially or to suspend the performance of the contract.

14.2 In such cases, the Buyer will have the right to demand immediate payment of all that corresponds to him.

14.3 If Buyer's due performance is impossible in whole or in part, either temporarily or permanently, as a result of one or more circumstances not attributable to Buyer, among which the circumstances mentioned in the following section, Buyer shall have the right to dissolve the contract without having to pay any compensation to the Supplier.

14.4 The circumstances that in any case will not be attributable to the Buyer are actions, except intentionality or gross negligence, of the people that the Buyer makes use of in the execution of its obligation, strike, modification of laws or regulations, lock-out, disease, import, export and/or transit prohibitions, transport problems, breach of obligations by suppliers, operational disturbances, natural and/or nuclear catastrophes and/or threat of war.

ARTICLE 15. TRANSFER OF PROPERTY

15.1 Title to the goods will pass unconditionally on delivery from Supplier to Buyer. The Supplier will never have the right to claim or vindicate the goods delivered by or on behalf of the Supplier.

15.2 The Buyer's order or the contract with Buyer shall never imply a transfer to the Supplier of any Buyer's intellectual property (license) rights.

ARTICLE 16. CODE OF CONDUCT

16.1 The Supplier is not authorized to influence the independence and/or objectivity of the relevant administrative bodies or the people who work there. The Supplier is only authorized to provide the competent authorities with all the information necessary to enable them to form an independent opinion.

16.2 The Supplier is not authorized, without the prior authorization of the Buyer, to give to the agents or employees of the Buyer, regardless of their position, bonuses, commissions, donations or other privileges. Supplier is not authorized, without Buyer's prior authorization, to engage Buyer's personnel or engage Buyer's personnel for such purpose. The Buyer may make this authorization subject to conditions, including compensation for damages to be suffered as a result thereof.

16.3 If the Supplier fails to comply with the obligations formulated in this article or explicitly threatens to deviate from it, the Buyer will terminate the business relationship with the Supplier.

ARTICLE 17. MISCELLANEOUS

17.1 If a clause or part of the clauses of these general conditions, in whole or in part, is null and/or contrary to the law, the Buyer will have the right to formulate a new clause, which will form part of the contract and will approximate to the maximum to the nature and tenor of the null clause.

17.2 The Buyer may modify the content of these conditions from time to time. Before a modified version enters into force, the content of the modified version will be made known to the Provider, indicating from which moment the modified conditions will enter into force.

17.3 If a translation of these general conditions has been made available to the Supplier, the clauses included in the general conditions in Dutch shall prevail in the event of a discrepancy between these general conditions and the translation in question.

ARTICLE 18. APPLICABLE LAW

18.1 Only Spanish law will be applicable to all contracts, orders, offers, etc. to which these conditions apply, as well as to these conditions themselves, excluding the application of the Vienna Convention of 1980.

18.2 All disputes between the Parties derived from the contract or these conditions will be submitted to the competent judge within the judicial district of Alicante.