General purchasing conditions Agristo Group

1.Scope of Application – In the absence of an express written agreement to the contrary, these general terms and conditions apply to all purchases of goods, services, and products by Agristo Group, being Agristo NV, Agristo BV, Agristo SAS, Agristo Nazareth NV¹, and/or their affiliated companies (hereinafter collectively referred to as “Agristo”).

The counterparty (hereinafter “Supplier”) declares to have taken note of these clear general terms and conditions prior to the conclusion of the agreement (which are i.a. available on Agristo’s website and are communicated during the ordering process). Acceptance of an order from Agristo creates a presumption of acceptance by Supplier of Agristo’s general terms and conditions for the order and subsequent orders, unless proven otherwise in exceptional circumstances. These general purchasing conditions of Agristo Group apply to all agreements with the Supplier. The Supplier's own general terms and conditions, under whatever name and in whatever form, are hereby expressly excluded and shall not apply, even if they are communicated after these general terms and conditions or if Agristo has not expressly objected to them. In the event of any conflict or inconsistency between the general terms and conditions of Agristo and those of the Supplier, the general terms and conditions of Agristo shall always prevail, unless expressly agreed otherwise in writing by Agristo.

When determining its prices, Supplier can take into account these general terms and conditions, which contain essential provisions of the agreement and the agreed risk allocation, so that the parties acknowledge and confirm that each clause, individually or in combination with others, is genuinely desired and does not create an imbalance (whether apparent or not) between the rights and obligations of the parties under the agreement.

Agristo’s non-enforcement of a contractual right does not constitute a waiver thereof.

The written agreement between Agristo and Supplier, including these general terms and conditions as an integral part thereof, shall have higher evidentiary value than other communications and documents between the parties, unless expressly agreed otherwise in writing.

The nullity or unenforceability of a provision (or part thereof) shall not affect the validity or enforceability of the remaining provisions. A (partially) null or unenforceable provision shall be replaced by a provision that most closely aligns with the original intent.

2.Delivery – Supplier shall deliver all goods under DAP (named place of destination to be specified by Agristo), Incoterms® 2020, at the agreed time and in accordance with applicable laws and regulations and Agristo’s specifications. Unless otherwise agreed, such obligations are obligations of result. Supplier represents that it has, and shall maintain, all experience, permits, licences and authorisations required for the proper performance of the agreement.

For the purposes of the agreement, delivery shall occur only when the goods are placed at Agristo’s disposal on the arriving means of transport, ready for unloading, at the named place of destination designated by Agristo, together with all documents, certificates, manuals, inspection records and other information required under the agreement or applicable law. Services shall be deemed delivered only upon their full and proper completion in conformity with the requirements and, where applicable, after successful testing, commissioning and acceptance by Agristo.

Supplier shall, at its own cost and risk, procure carriage to the named place and complete all export formalities and any transit formalities. Import formalities, import duties and import taxes, where applicable, shall be borne by Agristo. Upon Agristo’s request, Supplier shall provide, free of charge, all documents, such as manuals, and information relating to the goods, the services and the progress of performance.Ownership, risk of loss of or damage to the goods shall transfer in accordance with DAP Incoterms® 2020, without prejudice to Supplier’s liability for any non-conformity, defect, damage or missing documentation existing at or before delivery. As regards services, Supplier shall remain fully responsible until proper delivery of the services in accordance with the agreement. Given the scale of Agristo’s operations, it is expressly acknowledged that Agristo has no immediate inspection obligation upon delivery and that defects or non-conformities may still be invoked when discovered later, even if they were previously visible or detectable.

Due to Agristo’s operational needs, where large volumes must be processed efficiently and often on a just-in-time basis and many employees and external suppliers must collaborate smoothly, it is essential that a confirmed order is always fulfilled by Supplier. Failure to do so may cause significant damage, including production line downtime.

3.Legal obligations – Supplier will always comply with all legal obligations incumbent upon him. In addition, Supplier will in any case strictly comply with all legal rules and good sectoral practices including but not limited to legal framework regarding food safety, social security law, labour law, safety at work, safety of machinery, cybersecurity and sustainability. Supplier shall at all times be fully compliant with all applicable tax, VAT and social security obligations (including timely filings, declarations and payments). Supplier shall further ensure that any personnel engaged in the performance of the agreement (whether employed, self-employed or posted) is lawfully employed and/or lawfully residing and authorised to work in the relevant EU Member State(s), and that all mandatory registrations, notifications and documents required under the applicable rules of each such Member State are in place prior to commencement and remain valid throughout performance. Upon first request, Supplier shall provide Agristo with satisfactory evidence thereof. Supplier shall ensure that its appointees, agents, subcontractors and auxiliary persons are equally compliant with the obligations set out in this clause. Upon first request, Supplier shall provide Agristo with satisfactory evidence of such compliance (including as regards to the above personnel and any relevant EU Member State formalities). Supplier shall immediately notify Agristo of any actual or threatened non-compliance, audit, investigation or claim relating thereto. Supplier shall indemnify and hold Agristo harmless against any and all taxes, VAT, social security contributions, penalties, surcharges, interest and costs arising out of, or in connection with, any breach of this clause by Supplier, any third party engaged by Supplier or any auxiliary person, to the extent such breach results from an act or omission attributable to the relevant party.

4.Price – The prices stated in the purchase order or contract are final and not subject to change, unless expressly agreed otherwise in writing. Unless otherwise agreed in writing, costs of transportation and packaging are included in the price. Prices are exclusive of VAT but inclusive of all other trade tariffs, taxes, excise duties, and levies.

Any additional work shall be submitted to Agristo in writing prior to its commencement, specifying the price and the impact on the schedule, and shall be subject to Agristo’s prior written approval.

Any additional work performed without Agristo’s prior written approval shall not be accepted and shall not give rise to any entitlement on the part of the Supplier to compensation, a price adjustment, or an extension of the deadline..

If such agreement exists, Supplier shall in any case be obliged to notify Agristo in writing in advance of the intention to deliver goods or services at additional cost or on a time-spent basis.

5.Payment terms – Unless otherwise agreed, Supplier’s invoices are payable no later than 60 days after the date of receipt of the invoice. Invoices are only valid if sent to the agreed billing address invoices@agristo.com and via Peppol if legally required, and if they mention the specific purchase order number and delivery note.

Payment by Agristo does not imply that the goods, services, or products conform to the agreement or applicable regulations or that they are free of any visible or hidden defects

Mutual debts may be offset at Agristo’s initiative without notice and without judicial intervention.

6.Insurance – Supplier guarantees that it is adequately insured for the execution of all its activities, including at least coverage for all professional risks and product liability. Agristo may request the relevant insurance certificates, which must be provided within a reasonable period upon

request.

7.Third party services - The Supplier is not permitted to have the purchases carried out by its own subcontractor(s), unless prior written consent has been obtained from the Client. For each assignment that the Subcontractor wishes to outsource to its own subcontractor, separate prior written consent from the Client must be obtained.

The Supplier undertakes, in the performance of its activities, to comply with all statutory obligations applicable to it and its operations, including—but not limited to—obligations relating to workplace health and safety, the payment of at least the minimum wage to its employees, the timely payment of employee wages, environmental obligations and environmental protection, the prohibition on engaging in or accepting practices such as private or public corruption, the employment or residence of foreign workers, Dimona notifications, and any other relevant obligations.

8.Liability – Supplier presents itself as a professional and is fully liable for any fault committed by itself, its appointees, agents, subcontractors or auxiliary persons. Without prejudice to extrajudicial termination rights, Supplier is liable for all direct damages, costs and expenses suffered by Agristo, including (without limitation) costs of repair, replacement, re-performance, recall, sorting, cleaning, additional handling, re-installation, freight and administrative costs, as well as reasonable internal and external costs incurred to mitigate the consequences of the breach and to safeguard continuity of operations. Supplier shall not be liable for any indirect damages, except to the extent such damages are caused by Supplier’s gross negligence, wilful misconduct or fraud. Supplier is responsible for any damage or loss occurring during transport and for any damage caused by the delivered good, the delivery, service, or product, subject to the liability regime set out above.

Supplier acknowledges awareness of the project for which the order is intended and the importance of a conforming delivery.

Agristo has the right to suspend payment or performance of its obligations during the period of non-conformity.

In case of non-conforming delivery, Supplier shall also be liable to compensate Agristo for all damages resulting from or caused by such non-conformity, subject to the liability regime set out above.

Any legal claim based on defects or non-conformities may be brought by Agristo up to 36 months after delivery.

Agristo shall not be liable for any damage caused by or resulting from actions, products, or objects of third parties, whether or not lawfully present on its premises.

Agristo shall only be liable for direct damages suffered by the Supplier as a result of a proven contractual breach by Agristo or its appointees (“préposés”). In no event shall Agristo be liable for any indirect or consequential damages. In all cases, Agristo’s total liability under the agreement shall be limited to the amount invoiced by the Supplier for the specific goods or services to which the claim relates. This limitation does not apply in the event of willful misconduct or fraud. To the fullest extent permitted by law (including in respect of unintentional criminal offences not resulting in physical or psychological harm), the parties exclude both the rules on non-contractual liability between them and any non-contractual claim by one party against auxiliary persons (including but not limited to corporate bodies, subcontractors, and employees) of the other party (including auxiliary persons in further degree) for damage caused directly or indirectly by failure to perform an obligation under the agreement, even if such event also constitutes a tort or a ground for faultless liability. Such auxiliary persons are third-party beneficiaries of this clause.

9.Force majeure – Force majeure is defined as any event not attributable to either party, unforeseeable at the time of conclusion of the agreement, and which makes further performance of the agreement temporarily or permanently, wholly or partially, impossible for the affected party.

Each Party shall notify the other Party of the force majeure event as soon as possible, but in any case no later than two working days after its occurrence, including its intention to invoke this clause. The notification must specify the nature, start date, expected end date, and anticipated impact of the force majeure event on the performance of the assignment.

Failure to provide timely notice shall prevent the Party from invoking the consequences of force majeure as set out below.

Performance of obligations affected by force majeure shall be suspended during the duration of the event.

The parties shall take all reasonable measures at its own expense to mitigate the impact of the force majeure event and shall make all reasonable efforts to overcome the obstacle or event.

If a force majeure event lasts longer than 90 days, or if the performance of the agreement has become permanently impossible due to the event, each Party shall have the right to terminate the agreement, after prior written notice and consultation with the other Party. In such case, only payments relating to goods or services not yet delivered shall be refunded.

10.Early termination of the agreement – Without prejudice to Supplier's liability for compensation, Agristo may, in case of a serious breach or urgency, without prior notice of default or judicial authorization and with immediate effect, by means of a reasoned notification to Supplier (i) terminate the agreement (“resolution”) or (ii) perform the obligation itself or have it performed by a third party at Supplier's expense. The notification shall state the breach and why it deprives the usefulness of or confidence in further performance. A serious breach is understood to include, among other things, a seriously non-conforming delivery, a serious threat of non-conforming delivery, or a repeated minor non-conforming delivery.

Supplier shall fully and immediately refund any amounts already paid by Agristo related to non-(conformingly) performed deliveries.

Supplier shall indemnify Agristo against any third-party claims resulting from early termination.

Without prejudice to the right to compensation, the agreement shall be terminated in the event of bankruptcy or liquidation of Supplier.

11.Confidentiality – All information provided by Agristo to Supplier remains the property of Agristo at all times. It may not be disclosed to third parties nor used for any purpose other than the execution of the agreement and must be returned immediately and in full upon first request. Supplier shall ensure that its appointees, agents, and auxiliary persons are bound by the same confidentiality obligations. Without Agristo’s prior written consent, Supplier shall not use Agristo as a reference or mention its cooperation with Agristo in any way, including but not limited to its website, brochures, case studies, press releases, social media, or any other public or private communication channels.

12.Intellectual Property – Unless expressly agreed otherwise in writing, no part of any communication, order or contract shall be construed as granting, or as an undertaking to subsequently grant, to Supplier any license, right, immunity, title or interest in or to any present or future intellectual property right of Agristo, including but not limited to copyrights, design rights, data base rights, trademarks, patents, patent applications, domain name rights and software rights (hereafter the “Intellectual Property Rights”), including relating to the confidential information disclosed by Agristo.

Supplier shall promptly disclose to Agristo any and all developments, creations, improvements and knowhow which supplier or its employees, directors, officers or consultants make, discover or develop based upon or resulting from the disclosed confidential information or within the framework of the cooperation with Agristo (hereinafter the “Project Developments”).

Exclusive recipes, formulas or specifications based on the confidential information disclosed by Agristo can only be developed under the condition that the Intellectual Property Rights in these developments belong to Agristo, i.e. the right to reproduce, exploit, multiply, modify, adapt, translate, distribute, publish, rent, lend, expose, make available to the public, offer for sale, sell use, assign and license all Project Developments, by itself or through third parties, partially or completely, for internal (including but not limited to research and development) and external use, for commercial and non-commercial purposes, in an original or in an adapted version, through any and all forms of media, irrespective of the carrier.

13.Privacy and codes of conduct – Supplier acknowledges that it has knowledge of and agrees to the Agristo privacy statements and codes of conduct, including those regarding human rights policy and anti-fraud and anti-corruption policy (available via agristo.com). Supplier’s promise to comply with these is always a condition of every order by Agristo.

14.Applicable law and jurisdiction – The agreement, including these general terms and conditions, as well as any other agreement between the parties, shall be governed exclusively by Belgian law, excluding the United Nations Convention on Contracts for the International Sale of Goods and the Convention on the Limitation Period in the International Sale of Goods.

All disputes, claims, and controversies between the parties that cannot be resolved amicably within a reasonable period of time giving the circumstances, shall be subject to the exclusive jurisdiction of the courts of Kortrijk, Belgium.

¹Agristo NV is a company duly incorporated under the laws of Belgium, having its registered office at Ridder de Ghellinckstraat 9, 8710 Wielsbeke, and with company number 0425.038.558; Agristo Nazareth NV is a company duly incorporated under the laws of Belgium, having its registered office at Venecoweg 12, 9810 Nazareth-De Pinte, and with company number 0432.330.978; Agristo BV is a company duly incorporated under the laws of The Netherlands, having its registered office at Heieinde 1, 5047SX Tilburg, and with company number 18076913; Agristo SAS is a company duly incorporated under the laws of France, having its registered office at 99 Rue d'Erre, 59161 Escaudoeuvres, and with company number 979 584 968.