Terms of service

General Terms and Conditions 2102
of the Tissue Culture division of Plantum, as filed with Chamber of Commerce in
Rotterdam, Gouda branch on 20 December 2012.

In case of any contradiction between the Dutch version and the translation, the Dutch
version shall prevail.

Art.1. Applicability and definitions
1. These general terms and conditions apply to all offers, assignments and agreements,
as well as the execution thereof, by members of the Tissue Culture Section made to or
entered into with third parties.
2. The term "seller" is defined as: the tissue culture company that, based on a purchase
agreement, enters into the obligation vis-à-vis the counter party to deliver specific tissue
culture products at an agreed price. The term "buyer" is defined as: the natural or legal
person with whom the seller concludes the purchase agreement referred to in the
previous sentence.
The term "mother plant material" is defined as: the original plant material that is
supplied by the buyer in connection with carrying out the agreed activities. This can
concern in vivo or in vitro material.
3. Any terms and conditions of the buyer, of any nature whatsoever and by any name
whatsoever are not applicable, unless agreed explicitly in writing.
4. Varying provisions must be agreed explicitly in writing and insofar as these provision
do not replace the provisions of these general terms and conditions, these provision
shall be deemed to supplement these terms and conditions.

Art.2. Offers
1. Offers are without obligation unless the offer contains a term for acceptance. If an
offer is accepted by the buyer, the seller has the right to revoke the offer in writing
within five working days after having received the acceptance.

Art.3. Agreements
1. The formation of an agreement is realised at the time of the explicit acceptance of the
order by the seller in a manner that is in accordance with the general practice in the
tissue culture sector and provided that this has not been revoked based on article 2.

Art.4. Prices
1. Prices are exclusive of VAT and additional expenses, including: transport charges,
packaging costs, cost of quality control and/or phytosanitary inspection, import duties,
government and other official levies, as well as fees under plant breeders' rights and any
other fees, unless agreed otherwise in writing.
2. Unless otherwise indicated, prices are in euros (€).
3. The seller is entitled to adjust the prices, in accordance with the requirements of
reasonableness and fairness, to a level to be determined by the seller if the seller's
expenses have increased significantly since the price was set.

Art.5. Deliveries
1. The seller enters into the obligation to deliver the agreed quantities, with the
exception of the provisions in article 11 of these general terms and conditions.
2. Specified delivery times shall never be regarded as final deadlines, unless explicitly
agreed otherwise in writing. In the event of non-timely delivery, the seller must be given
written notice of default, whereby the buyer must set a reasonable period for the seller
to fulfil its obligations as yet. The seller shall warn the buyer timely in the event any
departures from the specified delivery times are foreseen.
3. If the products that were ordered are not taken delivery of after the expiry of the
agreed delivery period, the risk of the possible occurrence of a loss in quality caused by
longer storage is for the buyer. The ordered products are at the client's disposal and are
stored for the client's account and risk. If after a certain storage period that may be
considered reasonable in view of the type of product, the buyer has not received the
products and the risk of loss of quality and/or spoilage of the products leaves no other
option, the order will be deemed to have been cancelled by the buyer. The buyer is
liable for damage that the seller suffers as a result.
4. When the buyer cancels an order completely or partially, the buyer is obliged to pay
the agreed price to the seller for the products that have been made already. For products
that are still being processed, the buyer is obliged to pay the costs of the hours spent to
the seller.
5. The seller retains the right to not carry out orders if the buyer has not paid for
previous deliveries within the agreed payment period. The seller is not responsible for
any damage at the buyer as a result of non-delivery. The seller must inform the buyer
timely if this right is invoked.

Art.6. Place and time of delivery
1. Deliveries take place from the factory of the seller.
2. Loading and shipment must take place in an efficient manner. If the buyer does not
prescribe a means of transport, the seller shall choose the most customary means of
transport. The transportation costs are for the buyer's account, unless agreed otherwise.

Art.7. Payment
1. Payment of that which the buyer owes the seller should take place within a period of
14 days after the invoice date. 2. The buyer is not entitled to reduce the purchase price
by any counter-claim the buyer may make. The buyer is not entitled to suspend the
fulfilment of the buyer's payment obligation in the event of a complaint submitted by
the buyer to the seller regarding the products delivered, unless the seller expressly
agrees with the suspension in exchange for a guarantee.
3. If the buyer does not fulfil its payment obligation in time, the buyer shall be deemed
to be in default by operation of law. The seller shall then be entitled to charge interest at
1% monthly as from the date that the buyer is in default of fulfilling the payment
obligation indicated in paragraph 1, with part of a month being counted as a whole
month.
4. If payment has to be obtained by means of making use of the services of a third party,
the resulting costs are for the buyer's account. This means that the buyer who is in
default - notwithstanding the cost of any legal proceedings - is obliged to pay for the
costs, arising due to its being in default, a sum immediately due and payable equal to
15% of the invoice amount or the actual collection costs.
5. If after the conclusion of the agreement, the seller hears of circumstances that give
the seller good reason to fear that the buyer will not fulfil its obligation to pay the
purchase price, then the seller has the right to demand guarantee of payment and, as
long as this has not been provided satisfactorily,
a. to suspend the delivery or
b. to give notice of termination of the agreement if the buyer does not provide security
for payment within 14 days of being summoned, notwithstanding the seller's right to
recover the resulting damage from buyer. The payment of that which has already been
delivered or had been produced shall then become immediately due and payable.

Art.8. Retention of title
1. All products delivered and to be delivered to the buyer and the products arising there
from, irrespective in which stage of the cultivation process, remain the property of the
seller, until all claims that the seller has or acquires vis-à-vis the buyer, including in any
case the claims specified in Book 3, section 92, subsection 2, of the Dutch Civil Code
have been paid in full.
2. The buyer is not authorised, before payment in full has taken place to transfer the
ownership of the delivered products or to be delivered products to a third party or to
pledge these products except in accordance with its normal business operations or the
normal designated use of the products. In the event of a violation of this, the purchase
price of the products delivered by the seller and the product to be delivered by the seller
shall become due and payable immediately.
3. In the event of non-timely payment of one or more due invoices, the seller has the
right to appropriate the products immediately and to remove these products from the
storage area. The buyer grants an irrevocable authorisation hereby in advance to the
seller to enter the premises where the delivered products are located or allow the
premises to be entered by those persons who have been charged with taking back the
products.
4. The buyer bears the risk for the delivered products as from the time of delivery.
5. Insofar as the seller holds goods and/or products that should be deemed to be the
buyer's property - including any mother plant material made available insofar as present
and tissue culture products paid by the buyer - the seller has the right to continue to hold
the aforementioned goods and/or products until payment in full has been received of all
that the buyer owes at any given time.

Art.9. Packaging
1. Non-reusable packaging is charged to the buyer at cost.
2. The seller has the right to charge the buyer an agreed user fee for reusable packaging
and other durable material, which fee shall be specified separately on the invoice.
3. If a returnable deposit is charged, this is settled after the the material in question is
returned in the correct state. The costs of the return transport are charged to the buyer.

Art.10. Complaints
1. The buyer has the obligation to check or have checked the quantity of the delivered
products when taking delivery of the products and to immediately inform the seller of
any observed shortage of delivery. The quantity or number of products, stated on the
consignment note, delivery note or any certified document for that purpose, are
acknowledged as correct, unless immediately after the observation by the buyer the
shortage of delivery is recorded on the receipt in question.
2. Complaints regarding visible defects of delivered products must be reported to the
seller immediately after these defects have been observed or in any case within 72 hours
after taking delivery with a confirmation of receipt or by telephone. A complaint
reported by telephone must be confirmed by the buyer to the seller in writing within
eight days after taking delivery of the products. The above terms also apply with regard
to submitting complaints regarding the invoicing; after the terms have expired, the
buyer is deemed to have approved the invoice.
3. Complaints regarding invisible defects of delivered products must be reported to the
seller immediately after they have been discovered and in any case in such a timely
manner to be submitted to the above mentioned in writing that this party is able to
examine the correctness of the complaint (or have this examined) on site or take back
the delivered products.
4. Complaints must at least include:
a. a detailed and accurate description of the defect;
b. a specification of facts on the basis of which it can be determined that the products
delivered by the seller and those rejected by the buyer are the same;
c. specification of the delivery number on the packing slip.
5. Complaints regarding a portion of the products delivered cannot give rise to rejection
of the entire delivery. A complaint received after the expiration of the above-mentioned
terms will not be handled.

Art.11. Force Majeure
1. In the event of force majeure, at the seller's choice - after consultation with the buyer
- the obligation to deliver can be completely or partially cancelled or suspended.
2. The term force majeure is defined as: every circumstance falling outside of the direct
scope of influence of the seller as a result of which the fulfilment of the agreement can
no longer be reasonably demanded, such as for example strikes, fires, extreme weather
conditions, government measures or diseases and plagues or defects in the materials
delivered to the seller.
3. When it is not possible for the seller to deliver the ordered quantities in the event of
force majeure, then the seller has the right to reduce the to be delivered quantities. If this
event should occur, the buyer has the right, after consultation with the seller, to dissolve
the agreement if the delivered quantity differs materially from the agreed quantity.
4. The seller is not liable for the damage that the buyer suffers due to non-delivery, nontimely
or non-complete delivery due to force majeure.
5. The seller undertakes, in the cases referred to in paragraph 1 and 3 of the is article, to inform the buyer in writing of its choice. If the seller opts for suspension and the
delivery is thus delayed for more than 21 days, the buyer is entitled to dissolve the
agreement in writing; however, only after the buyer has given the seller notice of default
by a writ or registered letter, whereby the buyer must give the seller a reasonable term
to fulfil its obligations as yet.

Art.12. Guarantees and liabilities
1. The seller guarantees that the products, which are to be delivered on the basis of the
order, comply with the requirements set out in the applicable regulations of Dutch
testing authorities in effect at the time this purchase agreement was concluded.
2. The seller does not guarantee the growth and blossoming of the products that it
delivers, as this depends on elements that are outside of the seller's control.
3. The seller is not liable for any defects in the event that, at the time of delivery of the
products in question, taking into account the then existing scientific and technical
knowledge regarding the propagation of the product type, the seller could not have
prevented the occurrence of these defects.
4. In the event of complaints with regard to the products delivered that the seller has
declared well-founded, the compensation for any damage suffered by the buyer shall not
be higher than the invoice value per plant of the delivered products to which the
complaint pertains, unless the buyer proves that the damage was caused by wilful
misconduct or gross negligence on the part of the seller. In no event whatsoever, shall
the seller be liable for any form of consequential damage, loss of turnover or loss of
profit.
5. Both parties are obliged to ensure that any damage is limited in as far as possible.
6. Advice and information are always provided to the seller's best knowledge and
ability; however, without any liability on the part of the seller.
7. Each possible claim regarding compensation for damages pursuant to these general
terms and conditions expires, if and as soon as one year has passed since the delivery of
the products in question when the claim has not been submitted to the seller in writing.
8. The buyer is obliged to ensure that end users are informed in a thorough and adequate
manner about the fact that the products that they are buying, either the seed or the
resulting products, are not suitable for consumption. The buyer indemnifies the seller in
the event that the seller is held liable by an end user for damage caused by the incorrect
use of the seed, cutting and/or the products produced from this, which is due to
providing faulty or inadequate information by the buyer to the end user.

Art.13. Protection under plant breeders' rights or contractual protection of species
Starting material and plant material of species protected by a plant breeders’ right
applied for or granted in the Netherlands or any other country or by a contractual
transfer provision may not be used to further reproduce the species. In addition, illegally
reproduced starting material and plant material may not be:
a. treated for the purpose of reproduction;
b. brought into the real of commerce;
c. traded further;
d. exported;
e. imported;
or kept in stock for one of these purposes.
2. The seller is entitled to access the business premises of the buyer or lots under the
buyer's control where the starting or plant material delivered by the seller is located to
examine and/or assess said material. The seller will inform the buyer of his arrival in a
timely manner.
3. The final product, originating form the starting material delivered to the buyer, may
only be sold by the buyer under the (variety) name and possible brand name in question.
4. If the buyer finds a mutant in the protected species, the buyer must immediately
inform the holder of the plant breeders' right and/or his representative by registered
letter.
5. At the written request of the holder of the plant breeders’ right and/or his
representative, the buyer will provide the holder of the plant breeders’ right and/or his
representative, within two months of receiving the request, with testing material of the
mutant, free of charge.
6. The buyer is aware that the finder of a mutant, being an essentially derived variety, in
the protected variety requires the permission of the holder(s) of the plant breeders’ right
regarding the 'parent variety' to exploit the mutant.
7. In particular, the buyer is aware that the finder of a mutant requires the permission of
the holder of the plant breeders’ right regarding the 'parent variety' to carry out the
actions indicated in paragraph 1 of this article regarding all material of the variety,
including harvested material (therefore also flowers, plants and/or plant parts).

Art.14. Applicable Law and Disputes Procedure
1. Dutch law applies to all agreements to which these general terms and conditions
apply in whole or in part.
2. All disputes regarding or arising from the agreements concluded between the seller
and the buyer, to which these general terms and conditions apply, can be settled by the
Dutch court that is competent in the area in which the seller is established. In addition,
the seller is entitled at all times to summon the buyer to appear before the court which is
competent by law or by virtue of the applicable international convention.

Addition Art.14 Disputes
In contrary to the appropriate general conditions applies that all disputes arising concerning the concluded agreement of Vitro Plus or for that any resulting further agreements, or offers to this end, will be made pending at a competent judge of Middelburg, or for the choice of Vitro Plus, at a competent judge of the place of residence or business of the defendant or the place of where the goods were delivered. If Vitro Plus chooses to involve the defendant into a legal procedure in front of another judge then the judge in Middelburg, Vitro Plus has furthermore the right to implementation of the Dutch Law or the right of the country where the legal procedure will be made pending.

Art.15. Final stipulation
1. If and insomuch as any part or provision of these general terms and conditions proves
to be contrary to any compulsory provision of national or international law, it will be
deemed not agreed on and these general terms and conditions will otherwise bind the
parties. Parties will then enter into consultation to arrive at a new provision that is in
accordance with the relevant laws, and that corresponds in as far as possible with the
intention of the parties.

December 2012