GENERAL PURCHASE CONDITIONS OF GREEN MUSHROOM FARM BV

Filed with the Chamber of Commerce of Haaglanden on November 30th 2017 under file number 27318279.

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1. Definitions

GMF: the limited liability company Green Mushroom Farm

B.V;

Supplier: every legal entity or natural person with whom GMF

has entered into, or wishes to enter into, an

agreement, as well as its/his (authorised)

representative(s), successor(s) in title and heir(s).

2. Applicability

2.1. These general conditions shall apply to all purchase

agreements under which GMF acts as buyer, as well as to all

requests and orders by GMF, whereby an order shall also be

regarded as an offer.

2.2. These general conditions shall also apply if GMF expressly

accepts an offer from the Supplier, with reference to these

general conditions.

2.3. Deviations from these general conditions must always be

agreed in writing with the Supplier; the Supplier cannot invoke

earlier deviations made in a contractual relationship with GMF.

2.4. General sale and/or purchase conditions of the Supplier shall

not be binding on GMF.

2.5. If and insofar as it is established in court that any provision of

these general conditions cannot be invoked, the provision in

question shall be interpreted to have a content and scope as

equivalent as possible, whereby it can be invoked. In that case,

the other provisions of these conditions shall remain in force.

2.6. The headers of the articles do not have any independent

meaning and parties will not be able to derive any rights

therefrom.

3. Offers, agreements

3.1. All requests, orders or offers made by GMF or its subordinates

in any form whatsoever, are always free of obligation, unless

otherwise indicated.

3.2. An agreement shall not be concluded until it is confirmed by

GMF within 48 hours after the Supplier's acceptance has been

sent or, if the offer originates from the Supplier, by acceptance

thereof.

3.3. GMF is entitled to substitute another party for both agreements

entered into and their performance.

3.4. Even after the agreement has been concluded, the Supplier is

still obliged to implement all the desired non-fundamental

changes required by GMF.

4. Prices

4.1. An agreed price is expressed in euros and is exclusive of VAT.

4.2. An agreed price includes packaging, insurance, transport and

unloading costs, unless otherwise agreed by the parties.

4.3. An agreed price cannot be increased by the Supplier, not even

as a result of a cost price increase for whatever reason, unless

GMF expressly agrees to this.

5. Delivery

5.1. Unless otherwise agreed, the Supplier shall deliver carriage

paid to GMF.

5.2. If the Supplier suspects that it cannot realise the committed

delivery time, it shall notify GMF of this without delay, stating

the relevant circumstances.

5.3. Unless the parties have agreed otherwise, the delivery times

specified by the Supplier shall be regarded as strict deadlines.

Late delivery by the Supplier legally qualifies as default, without

any notice of default being required.

5.4. The Supplier shall be liable for damage suffered by GMF and

the customers of GMF as a result of non-delivery or late

delivery by the Supplier.

5.5. Without prejudice to its right to statutory damages, GMF shall

be entitled, in the event of late delivery and/or cancellation, to

demand compensation for reasonable additional expenses

incurred to replace the goods not received.

5.6. In the event of cancellation due to late delivery, GMF shall be

entitled, for the risk and account of the Supplier, to return the

goods already delivered.

6. Transfer of ownership

6.1. The ownership of goods, as well as the risk of the goods shall

first pass on delivery.

6.2. If the goods are subject to rights other than the Supplier's right

of ownership, the Supplier shall immediately inform GMF

thereof.

7. Termination of the purchase agreement

7.1. GMF is entitled to unilaterally terminate/cancel the agreement

without further notice of default:

a. in the event of the Supplier's failure to perform its

obligations arising from the agreement or in connection

therewith;

b. if the Supplier is declared bankrupt or applies for

suspension of payments or in the event of closure or

liquidation of its business;

7.2. If a circumstance referred to in paragraph 1 occurs, the Supplier

shall be in default by operation of law without notice of default

and GMF shall be entitled to claim statutory damages.

7.3. All claims that GMF may have on the Supplier shall as a result

become immediately due and payable.

7.4. In the aforementioned circumstances, GMF may choose to

have the ordered goods manufactured or completed in whole or

in part by third parties at the Supplier's expense and risk, after

written notification to the Supplier.

8. Payment

8.1. Invoices shall be paid within 30 days of receipt and full

acceptance of the goods. Payment does not release the

Supplier from any guarantee and/or compensation by which it is

bound under the agreement or the law.

8.2. GMF is at all times entitled to set off outstanding invoices

against its own claims on the Supplier.

9. Inspection

9.1. The goods delivered shall comply with the agreed

requirements, specifications and all conditions that GMF may

expect in respect of the goods, both in terms of quality and

quantity, and shall also comply with statutory requirements and

other government regulations.

9.2. After delivery, GMF is entitled to inspect the goods at its own

expense before acceptance.

9.3. If GMF rejects the goods, it shall notify the Supplier thereof in

writing within 4 days of delivery, stating the choices provided

under these conditions.

9.4. The Supplier shall be liable for all costs incurred by GMF as a

result of the rejection of the delivered goods, including the costs

of the inspection.

9.5. When the goods are rejected in accordance with these general

conditions, ownership thereof shall transfer to the Supplier and

GMF shall keep the goods at the Supplier's expense and risk

from that moment on.

9.6. If the delivered goods are rejected, GMF shall have the

following options:

a. return the delivered goods at the expense of the

Supplier, while demanding proper performance, possibly

in combination with compensation;

b. termination;

c. partial termination / partial fulfilment, possibly in

combination with compensation;

d. price reduction proposed by GMF;

e. completion or treatment of the goods by a third party in

accordance with Article 7, paragraph 4.

10. Liability

10.1. Without prejudice to the other relevant provisions of these

general conditions, GMF shall always be entitled to claim

compensation in case of non, late or improper delivery by the

Supplier.

10.2. The Supplier shall be liable for any damage incurred by GMF

as a result of non, late or improper delivery by the Supplier as a

result of claims from customers and third parties. Moreover, the

Supplier shall indemnify GMF against such claims.

10.3. The Supplier shall be liable for any damage incurred by GMF

as a result of government fines or claims from customers and

third parties in connection with the presence of undesirable

residues or non-compliant levels of substances (e.g. pesticides,

chemicals, minerals) in or on the product. Moreover, the

Supplier shall indemnify GMF against such claims.

11. Product liability

11.1. If an action for product liability is brought against GMF, the

Supplier shall indemnify GMF insofar as the damage was

caused by a defective item delivered by the Supplier. If the

cause of the damage falls within the Supplier's sphere of

responsibility, the Supplier is obliged to prove that it is not

liable.

11.2. In cases as referred to in the previous paragraph, all costs and

expenses shall be borne by the Supplier, including the costs of

any legal proceedings.

11.3. For the remainder, the statutory provisions shall apply.

12. Recall

12.1. The Supplier shall be liable for all damage suffered by GMF as

a result of recalls by GMF.

12.2. The Supplier shall indemnify GMF against claims from

customers and third parties.

13. Industrial and intellectual property rights

13.1. Goods delivered to GMF may not infringe any patent, license,

copyright, registered drawing or design, trademark, trade name

or other intellectual property rights. The Supplier shall indemnify

GMF and the customers of GMF against all claims of such

nature and shall compensate any resulting damage.

14. Applicable law

14.1. Any agreements entered into by GMF with the Supplier shall be

governed exclusively by Dutch law, with the exclusion of the

Vienna Convention on Contracts for the International Sale of

Goods of 11 April 1980 (Vienna Sales Convention).

14.2. All disputes arising from or connected with an agreement

concluded between GMF and the Supplier shall - subject to

mandatory rules of jurisdiction - be submitted exclusively to the

competent court in The Hague (Netherlands).



15. Filing of general purchase conditions

15.1. On November 30th 2017, these general conditions were filed at

the offices of the Chamber of Commerce, in whose district GMF

has its registered office, under file number 27318279. The most

recently filed version or the version applicable at the time of the

creation of the agreement applies.

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