Effective date 18th of October

1.     Definitions: In these general terms and conditions of sales (hereinafter “Terms and Conditions”) the following definitions shall apply: 1.1. Affiliate: any entity Controlling, Controlled by, or under common Control with a Party. 1.2. Agreement: any agreement, contract and/or sales transaction between the Seller as seller and the Buyer as buyer on the sale of Products. 1.3. Buyer: any party that the Seller supplies or agrees to supply Products to. 1.4. Business Day: every day (other than Saturday, Sunday or a public holiday) when banks are open for business in the recipient’s location. 1.5. Control: in respect of a corporation, enterprise or entity, shall mean: (i) the possession, directly or indirectly, of more than fifty percent (50%) of the shareholding interest of such corporation, enterprise or entity; or (ii) such other means to direct or cause the direction of the management and policies of such corporation, enterprise or entity (e.g. by contract). 1.6. Intellectual Property Rights: copyrights, brands, drawings and models, breeder’s rights, patents, know-how, database rights, brands and neighboring rights. 1.7. Order: a purchase order for Products. 1.8. Party: the Seller or the Buyer individually. 1.9. Parties: the Seller and the Buyer collectively. 1.10. Price: the price payable for the Products. 1.11. Products: agricultural biological products. 1.12. Seller: Aphea.bio N.V., a public limited liability company organized under Belgian law, with its registered office at Technologiepark 21, 9052 Zwijnaarde, Belgium, and registered with the Register of Legal Entities under number VAT BE 0666.961.607 RPR Ghent. 1.13. Trade Sanctions Rules: applicable trade sanctions laws, regulations, rules and licenses, including but not limited to those imposed by the United Nations, the United States, the European Union and the Member States of the European Union. 1.14. Working Days: every day (except Saturdays, Sundays or official holidays) on which banks are open for business in the place of delivery of the Products.

2. Acceptance: The Buyer has read and understands these Terms and Conditions and agrees that either Buyer’s written acceptance hereof or Buyer’s acceptance of any delivery under these Terms and Conditions shall constitute Buyer’s acceptance of these Terms and Conditions, which shall apply to the exclusion of all terms and conditions, specifications, letters, confirmations and other documents of the Buyer, whether or not contained or referred to in the Agreement.

3. Offers and Orders: The offers made by Seller are without commitment. Up to three (3) Business Days after Buyer accepts an offer without commitment, Seller is entitled to withdraw this offer. Once an offer is accepted by Seller, an Order may not be cancelled by Buyer except with the express written consent of Seller. All Orders must be placed in the manner and form required by Seller from time to time.

4. No Guarantee of Performance or Suitability: All information and/or advice concerning the Products and their performance that were given orally or in writing by Seller are given in good faith but shall not be deemed a representation by Seller as to the Product’s performance or suitability. Seller does not assume any liability for any advice related to the cultivation of crops in the broadest sense. Sales are made by Seller on the basis that Buyer has satisfied itself of the suitability of the Products for its requirements and Buyer remains the ultimate responsible party for every aspect of the cultivation process and its results.  

5. Price: The Price for the Products and which Products will be sold to Buyer are specified in the Agreement. The Prices specified in an offer or Agreement are exclusive of VAT, or equivalent tax duty, unless otherwise specified. Seller reserves the right to change its Prices periodically. Each new Price listing will invalidate the preceding one regarding all Orders placed after that new Price listing. The Price and any other terms and conditions of sales shall be not less favorable to the Seller than stated in the Agreement. The Price mentioned on Seller’s order confirmation, if any, applies. Except as otherwise specified herein, all taxes, imposts and/or duties imposed and/or levied by or payable to any government and/or other authority upon the Agreement, on any or all of the Products covered hereby or upon any transaction or delivery hereunder or on the Price payable shall be the responsibility of the Buyer whether such amount shall be paid or payable by the Seller or otherwise and whether now or hereafter imposed.

6. Payment: Payment terms shall be as agreed to by the Buyer and the Seller in writing and set forth in the Agreement. The Buyer shall effect the payment strictly in accordance with the payment terms set forth in the Agreement and shall not be entitled in any way to withhold, retain or exercise any right of set-off whatsoever or howsoever in respect of the Price or any part thereof. In the event the Buyer fails to make payment on due date, the Seller has the right by law, without written notice of default, to: 6.1. charge the Buyer interests on the outstanding amount (both before and after any judgment) at the legal interest rate plus 2% on a monthly basis from the due date until the outstanding amount is paid in full, and 6.2. charge a fixed compensation equal to 10% of the outstanding amount with a minimum of 500€, without prejudice to the right to legal costs (including court fees) if judicial recovery were to follow.

7. Transfer of Ownership and Risk: Notwithstanding any terms relating to delivery and freight in the Agreement, the ownership of the Products shall remain with the Seller until the Price is paid by the Buyer in full, and the risk of loss in the Products shall transfer to the Buyer once the Products are collected by the Buyer or delivered to the destination agreed in writing by both Parties.

8. Packaging and Delivery: 8.1. Buyer must specify in writing, upon placing its Order or at Seller’s first request, which data, specifications and documents are required pursuant to the regulations of the country in which the delivery must take place, such as those relating to: (i) invoicing; (ii) phytosanitary requirements; (iii) international certificates; and (iv) other import documents or import statements. 8.2. All references by Seller to product specifications correspond to the most recent product specifications as published by Seller. 8.3. Products are packed by Seller in its own packaging. Buyer is prohibited from repacking the Products and Buyer must not alter, remove, conceal or temper any label or batch number or other specifications on the packages. 8.4. Any timeframes quoted by Seller for delivery of the Products are estimates only and thus not of the essence. In the event of late delivery, Buyer must therefore give Seller notice of default in writing and grant it a reasonable period in which to perform the Agreement. Seller will not be liable for any loss suffered by Buyer arising out of any delay or failure to deliver the Products (or any part of them) or failure to deliver in the requested quantities. 8.5. Buyer agrees to accept delivery of the Products at any time between 9 am to 5 pm on a Business Day. 8.6. Delivery of the Products shall be made in the quantities and on the dates agreed by both Parties, whereby ICC IncotermsÒ 2020 shall be applied unless otherwise specified. Seller has the right to deliver Products in one or more parcels and/or batches, each delivery to be treated as a separate contract. The Products shall be properly packed, labeled and protected against damage and deterioration in transit. Unless otherwise stated in the Agreement, the delivery is deemed completed upon Buyer’s collection of the Products or Seller’s shipment of the Products to a location agreed by both Parties. Upon delivery, the Buyer shall receive such Products immediately. If the Buyer fails to receive the Products immediately or fails to provide the Seller reasonable instructions for the delivery of the Products, the Seller shall have the right to take the measures set forth below, and such actions shall not influence the exercise or use by the Seller of any other rights or remedial measures: 8.6.1. store the Products until they are delivered or collected and, prior to delivery or collection, claim from the Buyer all expenses due to the storage and insurance of the Products; or 8.6.2. sell the Products at the current market price at the Seller’s sole discretion and use the proceeds to cover the amounts the Buyer should have paid for the Products, as well as storage charges, insurance premiums and any other costs of sale. If the resale proceeds are insufficient to cover the aforementioned items, the Buyer shall pay the difference to the Seller. 9. Changes: The Buyer may by written notice to the Seller request changes to the Agreement including changes in the method of shipment, quantities, packing or time or place of delivery. Any request or adjustment proposed by the Buyer must be approved by the Seller in writing before such proposed requests or adjustments become binding on the Seller. If such changes result in additional charges, the Buyer shall compensate the Seller accordingly.
   10.Warranty: 10.1. The Seller warrants to the Buyer to the best of its ability only that the Products shall conform to the specifications agreed to in writing between the Seller and the Buyer. In addition to this, no other warranties of the Products, whether express or implied, are made by the Seller to the maximum extent permitted by applicable law. 10.2. Any and all guarantees on the part of Seller will lapse if Buyer processes the Products or has them processed (including coating the seed or have the seed coated with coatings that are not supplied by Seller), repackages the Products or has them repackaged, or uses and/or stores the Products incorrectly or has them used and/or stored incorrectly. 10.3. The warranty provided in this Condition 10 shall not apply to the circumstances set forth below: 10.3.1. the Seller shall not be liable for defects in the Products resulting from modifications or changes in specifications if the aforementioned modifications or changes were requested by the Buyer; 10.3.2. the Seller shall not be liable for defects caused by willful damage, negligence, or failure to follow the Seller’s instructions.
   11.Defects and Complaints Periods: 11.1. Buyer must inspect the Products upon delivery at the latest five (5) Business Days after delivery. In doing so Buyer must check whether the Products delivered comply with the Agreement, i.e.: (i) whether the correct Products have been delivered; (ii) whether the quantity of the Products delivered corresponds with the Agreement; (iii) whether the Products delivered meet the agreed quality requirements or - if none were agreed - the requirements that may be stipulated for normal use and/or trading purposes. 11.2. If visible defects or deficiencies are established, Buyer must inform Seller accordingly in writing per registered mail within five (5) Business Days after delivery, specifying the batch, delivery note and/or invoice details. 11.3. Buyer must report any invisible defects to Seller in writing per registered mail within five (5) Business Days after discovery, specifying the batch, delivery note and/or invoice details. 11.4. Complaints must be described in such a manner that Seller, or a third party can verify them. For that purpose, Buyer must also keep records regarding the use of the Products and, in the event of resale of the Products, with regard to the buyers and must impose the same written obligation on its buyers, to the extent possible. If Buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with and all rights will expire. 11.5. If the Buyer has a valid complaint about the Products that Seller has delivered, Seller shall replace the incorrect Products free of charge with correct Products. In the event the correct Products are not available, Seller shall refund the Price of the Products to the Buyer. 11.6. Except for the above, any other rights or claims of the Buyer and, in particular (but without limitation), any right to claim indirect or consequential damages, are expressly excluded.
   12.Limitation on Seller’s Liability: The Seller’s liability and the Buyer’s recovery, for any injuries, losses, damages, expenses, costs, or other liabilities arising out of any breach of the Agreement by the Seller, or the Seller’s other acts or omissions (including negligence) shall be limited to the lesser of: 12.1. the actual and direct costs incurred by the Buyer due to such Seller’s breach, or other acts or omissions, or 12.2. the Price received by the Seller. In no event shall the Seller be liable to the Buyer for lost profits, punitive, special, consequential, indirect, exemplary, or incidental damages. 13.Intellectual Property Rights: Seller owns or has the right to exercise the Intellectual Property Rights in the Products. Buyer shall not infringe any Intellectual Property Rights in the Products. Buyer shall immediately inform Seller of any infringement claims or legal proceedings involving Buyer regarding the Intellectual Property Rights. Buyer agrees to discuss and agree with Seller on the defense strategy that shall be used.     14.  Export Control: 14.1. Buyer hereby acknowledges and agrees that the Products delivered by Seller may be subject to applicable Trade Sanction Rules. Buyer shall comply with the Trade Sanctions Rules and agrees that it alone is responsible for ensuring its compliance with these Trade Sanctions Rules. In particular, but without limitation, Buyer will not, and will procure that none of its Affiliates or customers will use, sell, resell, export, re-export, dispose of, disclose or otherwise deal with the Products, directly or indirectly, to any country, destination or person without first obtaining any required export license or other governmental approval, and completing such formalities as may be required by Trade Sanctions Rules. Buyer shall not do anything which would cause Seller to be in breach of the trade Sanctions Rules and shall protect, indemnify and hold harmless Seller from any fines, losses and liabilities incurred by Seller as a. result of the failure of Buyer to comply with this Condition 14. 14.2. Failure by Buyer to comply with any part of this Condition 14 shall constitute a material breach of the Agreement. Seller reserves the right to refuse to enter into or to perform any Order, to cancel any Order at its sole discretion if Seller believes Buyer has failed to comply with any part of this Condition.
   15.Compliance with Applicable Laws/Anti-Corruption Laws: 15.1. Buyer shall perform all obligations to be met as part of the Agreement in a manner consistent with all applicable regulations, including but not limited to all applicable anti-bribery and antitrust laws. 15.2. Seller shall be entitled to evaluate the compliance of Buyer either by assessment (online, paper questionnaire, etc.) or by an onsite audit upon reasonable prior notice.] 15.3. Buyer shall not authorize, offer promise, make, or provide any payment of benefit, directly or indirectly, to government officials, customers, business partners, or any other person to secure an improper benefit or unfair business advantage, improperly affect private or official decision-making, or induce someone to breach professional duties or standards. 15.4. Buyer shall immediately report to Seller in writing any potential, suspected, or detected violation of the above principles in connection with the Agreement and, in such cases, shall cooperate fully with Seller in reviewing the matter and taking any action that Seller considers appropriate to solve the matter. 15.5. If Seller believes, in good faith, that Buyer has violated any applicable regulations and/or principles referred in this Condition 15, Seller shall be entitled to refuse an order or terminate the Agreement with immediate effect without any liability for Seller.   16.Data Protection: 16.1. “personal data”, “process/processing”, “controller”, “processor”, and “data subject” shall have the same meaning as set forth in Regulation (EU) 2016/679 on the protection of individuals concerning personal data and the free movement of data within the European Union. 16.2. Any personal data included in or relating to this Agreement shall be processed by Regulation (EU) 2016/679: 16.2.1. The data shall be processed solely for the purposes of the performance and monitoring of this Agreement to which the data subject is a party; 16.2.2. Where the processing is to be carried out on behalf of the controller, the controller shall use only processors providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing will meet the requirement of the Regulation (EU) 2016/679 and ensure the protection of the rights of the data subject; 16.2.3. The processor may act only under the supervision of the data controller, in particular concerning the purposes of the processing, the categories of personal data which may be processed, the recipients or categories of recipients to whom the personal data have been or will be disclosed, and how the data subject may exercise his/her rights; 16.2.4. Personal data will no longer be kept than necessary for the purposes for which they are processed and will be processed in a manner that ensures their protection against unauthorized or unlawful processing, accidental loss, destruction, or damage.       17.Termination and Remedies: The Seller may terminate all or any part of this Agreement at any time or times by written notice to the Buyer: 17.1.if the Buyer fails to observe or comply with any covenants, terms or conditions contained in the Agreement; 17.2.if the Buyer fails to make payment in accordance with the Agreement; or 17.3.in the event of any proceeding by or against the Buyer in bankruptcy or insolvency. Upon termination, the Seller may sell the Products under the Agreement elsewhere on such terms or in such manner as the Seller may deem appropriate, and the Buyer shall be liable to the Seller for any excess costs, or the expenses incurred by the Seller and compensate the Seller for the difference between the aforesaid sales price and the Price (if any). In addition, the Seller shall have all other rights and remedies provided by law and under the Agreement, and all of Seller’s rights and remedies shall be cumulative and none shall be considered exclusive.   18.Force Majeure: Either Party may suspend performance during the occurrence of an event of force majeure, which shall mean any delay or impossibility directly or indirectly caused by, or that in any manner arises from events and causes beyond such Party’s reasonable control, including but not limited to “Acts of God”, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, explosions, strikes or other labor disputes (unless they could reasonably be avoided or resolved), fires and natural calamities (including floods, earthquakes, storms and epidemics), changes in the law, riots or embargoes, breakdown or prevention of working of machinery, unavailability, loss, delay detention or interruption of a carrying vessel or any other similar or dissimilar means of transportation, delay in loading or discharging material, prohibition of export or import, non-availability of export or import license, or without limiting the foregoing, any other cause or causes, whether or not similar in nature to any of these herein before specified, which are beyond its reasonable control. The Seller shall be entitled, at its sole option, to cancel any Agreement or any part thereof without any charge or penalty and/or sell the Products covered by the Agreement to other customers for the duration of the Buyer’s inability to perform due to the occurrence of an event of force majeure. The Seller may also terminate, with notice to the Buyer, the entire Agreement if the force majeure event has been in effect for a period beyond three (3) months.
   19.Waiver: No waiver by the Seller of any breach by the Buyer of the Agreement, or delayor failure of the Seller to enforce any right or remedy, shall be construed as a waiver of any succeeding breach of the same or any other term or condition. Nothing contained herein shall limit any of the remedies of the Seller in the event of the Buyer’s breach of any of these Terms and Conditions or any part of the Agreement.
   20.Assignment: The Buyer shall not assign to any person or entity all or a portion of its rights or obligations under any Agreement without the prior written consent of the Seller, and any attempted assignment without that consent shall be void. The Seller may assign its rights and obligations under any Agreement without the consent of the Buyer in the event that the Seller shall effect or intend to effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets, or one or more of its businesses or business lines, to any other corporation, partnership, organization or other entity.
   21.Severability: If any provision of any Agreement or these Terms and Conditions or any part thereof is held by a competent authority to be invalid or unenforceable, the validity of the other provisions of such Agreement or these Terms and Conditions or any part thereof shall not be affected.
   22.Confidentiality: The Buyer shall keep in strict confidence all information obtained from the Seller and, without the prior written consent of the Seller, shall not use any such information for any purpose other than the performance of the Agreement. The Buyer shall protect the confidentiality of all such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. For the avoidance of doubt, the price of the Products shall be deemed to be protected information for the purposes of this Condition 22. The terms of this Condition 22 shall survive the expiration or termination of any Agreement. If the Buyer and the Seller execute a separate non-disclosure agreement, such Agreement shall be deemed as a part of these Terms and Conditions.
   23.Governing Law and Jurisdiction: These Terms and Conditions, the Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of law principles. The United Nations Convention on the Contracts for International Sale of Goods (the Vienna Convention) shall be excluded. Any dispute, controversy or claim arising out, or relating to the Products shall be finally settled by the courts of the judicial district East-Flanders, division Ghent, Belgium, which shall have exclusive jurisdiction.
     24.Indications for Use: The indications for use on labels, notices, or other commercial documents issued by Seller are based on official and private test results, which have been most consistent in practice. They are not absolute rules, but general recommendations, which must be adapted to the particular case of any treatment, because of many factors beyond Seller’s control, such as the nature of the soil, plant varieties, and the particular sensitivity of the crop, special atmospheric conditions, equipment and application conditions, etc. Seller assumes no liability for such general indications as they must be adapted to each particular case, even in the absence of contraindications.
   25.Miscellaneous: 25.1. If a provision of these Terms and Conditions and/or the Agreement is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable, and the remaining provisions and sub- provision shall continue in full force and effect. 25.2. Failure or delay by Seller in enforcing or partially enforcing a provision of these Terms and Conditions and/or the Agreement will not be construed as a waiver of its rights. Waivers by Seller of a breach or default by Buyer will not be deemed a waiver of a subsequent breach or default and will not affect the other terms of these Terms and Conditions and/or the Agreement. 25.3. Notices given to a Party under or connected to the Agreement shall be in writing, addressed to that Party at its registered office (if a company) or principal place of business (in other cases) or such other address as that Party specifies in writing to the other Party, and shall be sent by recorded delivery, commercial courier or confirmed fax; 25.4. Notices or other communications are deemed to have arrived: if delivered personally, when left at the address referred to in Condition 25.3; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one (1) Business Day after transmission. 25.5. Seller may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement. Buyer may not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement without Seller’s prior written consent. 25.6. A person who is not a Party to the Agreement shall have no rights under or in connection with it. 25.7. Buyer shall: 25.7.1. inform Seller immediately of any inspection or sampling carried out on the Products by any governmental authority or any company acting upon delegation from any governmental authority, at the national, state, regional, or local level; 25.7.2. share with Seller the results of the aforementioned testing and inform Seller on each step of the inspection as soon as available; 25.7.3. block the impacted batch(es) of the Products immediately following the inspection or sampling. Buyer shall keep the impacted batch(es) blocked until receipt of Seller’s written confirmation that the Products can be supplied again to the market by applicable laws; and 25.7.4. follow any instruction of Seller in case Seller is informed of similar sampling or inspection on the Products from the market. 25.7.5. Buyer will cascade the obligations contained in this Condition 25.7 to any of its affiliates, customers, or subcontractors.