Of the private limited company Le Duc Fine Food B.V.,
based in Stellendam, in the municipality of Goeree-Overflakkee

Article 1
1.1 These terms and conditions of purchase
, unless expressly deviated from in the written contract or in our written
confirmation of the contract.

1.2 The terms “we”, “us/our” etc. refer to Le Duc Fine Food B.V. The term
‘the other party’ refers to the person to whom we have made an offer and/or who has entered into an
contract with us.

1.3 In the event of a dispute regarding the meaning of the translation or of the terms and conditions set out below, the
Dutch text shall prevail.

1.4 In the event of any conflict between these terms and conditions of purchase and/or the terms and conditions of the
other party, the text of these terms and conditions of purchase shall prevail.

1.5 In the event that any of the provisions in these terms and conditions, or any part thereof, or any
part of the underlying agreement should be void or be set aside,
this shall not affect the remainder of the provision or these terms and conditions; or the
underlying agreement remain in force as far as possible. The parties shall then, in respect of the void or
annulled passage, a provision that most closely approximates the intention that the parties had in the underlying
agreement or the terms and conditions, unless this clause or this
part of the agreement is of such importance to us that we cannot reasonably
reasonably be expected to maintain the agreement in such circumstances.

Article 2
2.1 All our quotations are entirely without obligation, unless otherwise stated in the quotation.

2.2 An agreement with us is only finally concluded upon our written confirmation by
letter, fax or email, or upon the signing or acceptance of the contract we have offered.

2.3 Our agents are not authorised to bind us unconditionally. They may only make purchases
subject to our approval.

2.4 The other party may not, without our written consent, assign its claims against us and
agreements with us to third parties.

Article 3
3.1 In the event of force majeure, we are entitled to suspend the fulfilment of our obligations
for the duration of the force majeure. If the duration or severity of the force majeure so requires
– and this is at our discretion – we are entitled, without judicial intervention and
without being liable to pay compensation, to regard the contract, insofar as it has not yet
not yet been performed. In any event, we may
terminate the agreement without any obligation on our part to pay compensation.

3.2 Unless otherwise specified below, any exceptional
circumstance which renders the fulfilment of our purchase obligation impossible or so onerous
that fulfilment cannot reasonably be expected of us, such as war, a pandemic, total or partial factory shutdown and/or mobilisation, strike, industrial unrest, revolution, riot,
disturbances, storms, ice drifts, flooding, disruption to the electricity or water supply,
factory fire, cooling system failure, operational disruption due to machinery breakdown or difficulties in the
energy supply, traffic disruptions, total or partial crop failure, abnormal
drought or persistent rain, crop disease, pest infestations, default by
customers, etc. Force majeure on the part of our customers shall be deemed to constitute force majeure on our part.

3.3 Government measures that hinder or cause financial detriment to the import, transit or export of goods sold or purchased
, entitle us to terminate the contract, insofar as it has not yet
fulfilled, without being obliged to pay compensation, or
to require the other party to compensate us for the loss resulting from these measures before we
proceed with delivery or acceptance.

Article 4
4.1 Our liability for damage, however it may arise, is expressly
excluded, except where and to the extent that such damage is attributable to wilful misconduct or gross negligence on the part of our
directors.

Article 5
5.1 We are entitled to set off all our claims (whether or not due and payable) against any party with whom we have
contract, against our payment obligations. We also have the
right to set off claims (whether or not due and payable) of one of our group companies against the other party
set off against debts owed by another group company to that same counterparty. Furthermore,
we are entitled to set off our claims (whether or not due and payable) and those of our
group companies against the other party and the other party’s affiliated companies and
offset them against all amounts owed to them by us and our group companies.
We therefore have the right to set off claims that fall within separate estates
(Article 6:127(2) and (3) of the Dutch Civil Code do not apply).

5.2 Unless otherwise agreed in writing, we shall not pay for deliveries until 60 days after
receipt of the invoice and the goods. All prices agreed with the other party shall remain
unchanged. The other party may not increase those prices for any reason whatsoever.

5.3 Payment by us does not constitute a waiver in any way.

5.4 We shall only be in default once we have received the goods in good condition and the
other party has, following the expiry of the 60-day period referred to in clause 5.2, by registered
or by bailiff’s writ, allowing for an additional 30-day grace period
. From that moment, we shall be liable to pay the lower of the following two interest rates: the
1-week Euribor rate or the standard statutory (non-commercial) interest rate. We shall never be
liable for extrajudicial costs. Article 6:96 of the Dutch Civil Code is excluded.

Article 6

6.1 Dutch law applies to all our agreements.

6.2 The provisions of the Vienna Sales Convention, to the extent applicable, are excluded. All our contracts are deemed to have been concluded in the Netherlands. Unless otherwise stipulated in the contract, the other party shall deliver carriage paid to our company or to the address specified by us, or "Delivered Duty Paid", in accordance with Incoterms, edition 2020.

6.3 The other party must deliver at our first request. If the purchase contract and/or the confirmation state that delivery is not carriage paid, but on lorry buyer or ex other party's premises, this only means that the transport costs are for our account. The legal and actual delivery always and only takes place at our company or at the receiving company designated by us.

6.4 All claims against us shall expire one year after they arise. The right to involve us in proceedings shall lapse one year after such right has arisen.

6.5 All disputes arising from our agreements will be adjudicated in first instance by the District Court of Rotterdam. However, we have the right, notwithstanding the above, to have the case tried by the court of the other party's place of residence.

Article 7
7.1 The goods to be delivered must, upon arrival at our premises or at the agreed
receiving premises. They must be suitable for
normal (mechanised) product handling. They must be of good quality, wholesome, free from
foreign matter, free from allergens, free from disease, free from mould and
harmful bacteria, damage, frost and hail damage, soil, and internal and external, visible and
invisible defects. The goods must be at the required temperature and comply with all
statutory standards, including the residue limits for plant protection products. They must
also comply with our customers’ residue standards. In the case of organic produce, they must be free from (residues of)
plant protection products and other chemical substances. Chilled products must have a
temperature of 4°C.

7.2 We produce foodstuffs for human consumption. The ingredients must meet the
highest standards. The other party must be GFSI-certified.

Article 8
8.1 The goods to be supplied to us must continue to meet the
agreed quality standards. For a period of at least 5 working days
after we have discovered the defect, we are entitled to lodge a complaint regarding the quality of the
goods. Complaints may be made either verbally or in writing.
If the other party fails to respond to our complaint within two hours (in the case of chilled products)
or twenty-four hours (in the case of frozen and ambient products)
, we shall instruct an independent expert to
investigate the complaint. The outcome of this investigation shall be binding on both the other party and us. The costs of the
investigation shall be borne by the party found to be at fault.

8.2 The weighing costs shall be borne by the other party.

8.3 If the goods do not meet the agreed quality requirements, we are entitled
to reject the goods and to terminate the contract in whole or in part. In the event of rejection and/or
rejection of the goods offered for delivery, we are entitled, at our discretion,
to demand a replacement delivery or to deduct the refused quantity from the remaining
portion of the contract; all this subject to full compensation.

8.4 In the event of non-delivery, late delivery and/or defective delivery, we shall, without further
notice of default, the right to terminate the contract or, at our discretion,
the right to demand performance; and in all cases, we are entitled to full compensation.

8.5 The other party shall indemnify us against all claims by third parties arising in connection with the
us and the other party.

8.6 The other party must take out adequate insurance against the risks associated with the purchase agreement
with us and is obliged to provide us with a copy of the insurance policy upon first request
. If the other party grows the products sold itself, it must insure them against cultivation risks
such as hail, water and storm damage. The other party must insure the purchased product whilst
against fire and water damage whilst in storage. This obligation is without prejudice to the fact that the other party
is obliged, in the event of a total or partial crop failure, to deliver the contracted quantity of product
to us and is obliged to purchase the shortfall elsewhere. In the event of damage caused by hail, fire or water,
the other party may not invoke force majeure.

Article 9
9.1 If, after the conclusion of the contract, information regarding the financial position of the
other party is such that the fulfilment of the delivery obligation must be regarded as uncertain
, we shall be entitled to require the other party to provide security for the
fulfilment of its delivery obligations in the form specified by us. If the other party fails to
security in good time, we shall be entitled to terminate the contract and/or
claim damages.

9.2 If the other party is in default of its obligations and the price of goods/services
goods/services already supplied to the other party has become due and payable, we shall be entitled to
suspend payment for those previously supplied goods and/or services until the other party
has duly fulfilled its obligations.

Article 10
10.1 The Terms and Conditions of Purchase can be viewed and downloaded from our website. The address
https://www.leduc-food.com/contact/, the most recent version of the Terms and Conditions of Purchase can be
viewed, downloaded and printed.

10.2 The most recent version of the Terms and Conditions of Purchase shall always apply to agreements with us
. We reserve the right to amend the Terms and Conditions of Purchase unilaterally. Such amendments
shall also apply to existing agreements. Amendments shall be notified to the other party in writing or by email
and shall come into effect 30 days after such notification.