General Terms And Conditions Of Sale Of Loon Group B.V.

Article 1. Definitions

The following definitions apply in these general terms and conditions of sale, both in the singular and in the plural:

General Terms and Conditions: these general terms and conditions of sale;

Van Loon: the private limited liability company Van Loon Group B.V., with its registered office at Ekkersrijt 8825, 5692 JW Son, the Netherlands, registered with the Chamber of Commerce under number 17093692, and its group companies such as Best Star Meat Pork B.V., Best Star Meat Beef B.V., Van Loon Retail & Foodservice B.V., Bonfait B.V. and Maître B.V. and the other group companies listed on the website www.vanloongroup.com;

Customer: Van Loon's counterparty, the legal entity with whom Van Loon has concluded the agreement or the legal entity that performs a legal act on behalf of the Customer or the legal entity to whom requests for quotations, orders and agreements concerning the delivery of tangible and/or intangible items and/or services to and the performance of additional work on behalf of the Customer are addressed;

Parties: Van Loon and the Customer;

Goods: all services and/or (tangible) objects (goods) that are the subject of any negotiation, offer, quotation, agreement or other (legal) act in the relationship between the Parties;

Agreement: any commitment between Van Loon and the Customer concerning the delivery of Goods and/or Services by Van Loon to the Customer;

Delivery: placing one or more items in the possession or control of the Customer, including the performance and completion of services;

Delivery: the delivery of goods, work and services to and the performance of additional work for the Customer by Van Loon;

Services: all work and other activities to be provided by Van Loon that are the subject of any negotiation, offer, quotation, agreement or other (legal) act in the relationship between the Parties;

Tooling: all vehicles, equipment, machines, scaffolding and parts thereof, consumables and the like, which Van Loon uses in the performance of the agreement, with the exception of the goods that are to be processed into the material objects to be created;

Materials: items that are processed in the physical objects to be created, or are used in the performance of the work, with the exception of the tooling to be used.

Article 2. Applicability

2.1. These General Terms and Conditions apply to all – including future legal relationships between Van Loon and the Customer under any title whatsoever, including those in which the Customer purchases items from Van Loon or Van Loon delivers items to the Customer, as well as on statements to be made in that context, such as negotiations, offers, requests, assignments, orders, quotations, order confirmations and other (legal) acts in the relationship between Van Loon and the Customer. The General Terms and Conditions also apply to Goods and/or Services that Van Loon has obtained in whole or in part from third parties and, whether or not processed, delivers to the Customer, as well as to Goods that are delivered to the Customer by a third party on behalf of Van Loon in execution of the offer, quotation, Agreement or other (legal) act.

2.2. These General Terms and Conditions form an integral and inseparable part of every order placed by the Customer for the Delivery of Goods and/or Services.

2.3. Van Loon expressly rejects the applicability of the Customer's general terms and conditions.

2.4. Unless expressly stated otherwise in the Agreement, Van Loon's rights under these General Terms and Conditions shall apply without prejudice to all other rights under the Agreement and under the law.

2.5. In the event of mutual inconsistency and/or ambiguity, the order of precedence shall be as follows: (i) the Agreement, (ii) these General Terms and Conditions, and (iii) the order.

Article 3. General

3.1. Orders and Agreements, as well as any changes or additions thereto, must be made in writing. Any deviations from these General Terms and Conditions and from the Agreements concluded between the Parties are only valid if they have been expressly confirmed in writing by Van Loon.

3.2. Verbal agreements, including any resulting amendments and additions to these General Terms and Conditions, shall only have legal effect if they have been confirmed in writing by Van Loon.

3.3. The written form requirement is also deemed to have been met if communications are sent electronically.

Article 4. Offer and conclusion of the agreement

4.1. All quotations and offers made by Van Loon are without obligation unless expressly stated otherwise in the quotation or agreed otherwise in writing. If the offer referred to in the quotation is not accepted within the period of acceptance (validity period of the quotation), the offer as contained in the quotation shall be deemed to have been rejected and Van Loon shall be entitled to change the conditions and price as stated in the quotation.

4.2. A quotation, even if it is irrevocable, may be withdrawn by Van Loon if the withdrawal reaches the Customer before or at the same time as the acceptance.

4.3. An Agreement is concluded after explicit written acceptance or confirmation by Van Loon, whereby Van Loon is legally represented by an authorised officer, or after Van Loon has commenced performance.

4.4. If the Customer provides Van Loon with information, Van Loon may assume that this information is accurate and complete and will base its offer on this information.

4.5. If an acceptance deviates in any way from the offer or quotation, only the provisions of Van Loon's quotation shall apply and Van Loon shall not be bound by the deviations from the quotation, unless Van Loon indicates otherwise.

4.6. Descriptions and images of Van Loon's Goods or Services, price lists, brochures, quotations and other information concerning Van Loon's Goods or Services are as accurate as possible, but are not binding, unless the quotation or offer expressly states otherwise. Van Loon will exercise due care in informing the Customer about the numbers, sizes, weights and characteristics applicable to the Goods, but cannot guarantee that these are free of deviations. Examples shown or made available are only indications of the Goods in question.

Article 5. Prices

5.1. All agreed prices are in EUR (€) and exclude any sales tax and other government levies that may be due, unless expressly stated otherwise. The prices exclude the costs of loading, unloading, packaging, commissioning and assistance in completing customs formalities.

5.2. The prices stated in the Agreement or price list are based on the price-determining factors applicable at the time of the order. Van Loon reserves the right to increase the agreed prices after the Agreement has been concluded but before Delivery, if prices and/or rates of price-determining factors, including but not limited to energy prices, wages, materials, currency differences, import duties, taxes, levies and insurance rates, for whatever reason.

5.3. Van Loon will notify the Customer in writing in good time if and insofar as it makes use of the above-mentioned right to implement price changes.

5.4. Van Loon has the right to demand security from the Customer for the fulfilment of (payment) obligations. The Customer is obliged to provide sufficient security for the fulfilment of its obligations at Van Loon's first request. Van Loon is not obliged to pay interest on any security provided.

5.5. In the case of a composite quotation, Van Loon is under no obligation to deliver part of the Goods or Services included in the offer at a corresponding part of the quoted price. Nor does this offer apply to repeat orders.

5.6. Van Loon is entitled to invoice packaging separately.

Article 6. Payment

6.1. Van Loon's invoices must be paid in euros (€) within the payment term stated on the invoice or, if no payment term is stated on the invoice, within 28 days of the invoice date, by transfer of the payment to a bank account designated by Van Loon. The date stated on the bank statement will be regarded as the date of payment.

6.2. If the Customer fails to pay within the due date specified in this Article 6.1, the Customer will be in default by operation of law without Van Loon being required to issue a further notice of default. From that moment on, Van Loon will also be entitled to:

a) compensation for the statutory commercial interest owed from the day of default until the day that full payment has been received by Van Loon; and

b) all extrajudicial and judicial (collection) costs, internal and external, that Van Loon has actually incurred, as the claimant or defendant.

6.3. Van Loon is entitled to set off any debt (whether or not due and payable) owed to the Customer against a claim (whether or not due and payable) that Van Loon has against the Customer.

6.4. The Customer is not entitled to set off unless explicitly agreed otherwise.

6.5. The provisions of this Article 6 (Payment) do not affect Van Loon's right to claim full compensation and/or to terminate the Agreement in the event of a failure by the Customer to fulfil its obligations under the Agreement.

6.6. The Customer may only object to Van Loon's invoice within 14 days of the invoice date. After this period has expired, the Customer is deemed to have agreed to the invoice. An objection to an invoice does not suspend the Customer's payment obligation.

Article 7. Delivery

7.1. The agreed time of Delivery is indicative and is based on the expected delivery time at the time of concluding the Agreement.

7.2. The mere exceeding of the agreed delivery period by Van Loon does not constitute default or breach of contract, does not give rise to any liability towards the Customer and does not entitle the Customer to terminate the Agreement.

7.3. The risk of the Goods passes to the Customer in accordance with the applicable Incoterm.

7.4. Unless expressly agreed otherwise, Delivery shall always be DAP (Delivery at Place) in accordance with the current version of the Incoterms, at the delivery address specified by the Customer, unless otherwise agreed in writing.

7.5. The Customer is obliged towards Van Loon to take immediate delivery of the Goods or Services as soon as they are offered to it. The Customer is obliged to treat and store the Goods in accordance with accepted practice and any instructions from Van Loon, failing which Van Loon will not be liable for any damage, consequences or shortcomings. If the Customer does not take delivery of the Goods or Services, they will be deemed to have been delivered at the moment that Van Loon has offered the Goods or Services. From that moment on, Van Loon will keep the Goods in its possession at the expense and risk of the Customer (without Van Loon being obliged to insure those Goods).

If, for whatever reason, the Customer does not take delivery of the goods, all costs incurred by Van Loon in connection with the Delivery, as well as the additional costs of, for example, storage and warehousing, will be borne by the Customer, without prejudice to Van Loon's right to claim compensation.

7.6. Unless expressly agreed otherwise, Van Loon has the right to deliver the Goods or Services in phases. In that case, each partial Delivery will be invoiced separately. The costs of phased Delivery will be borne by the Customer.

7.7. Van Loon has the right to postpone the Delivery and is in no way liable for any damage this causes to the Customer.

7.8. The Customer is obliged to check the Services and/or Goods upon Delivery.

7.9. Van Loon is entitled to impose conditions on the use and return of packaging. Van Loon will charge the Customer separately for any packaging supplied. The Customer is obliged to reconcile the packaging balance with Van Loon on a weekly basis so that it does not exceed what is necessary. If the Customer does not return the packaging supplied by Van Loon at Van Loon's first request, Van Loon reserves the right to set the packaging balance to 0 and to no longer take back and/or reimburse the packaging in the Customer's possession. In such cases, packaging will be invoiced in the usual manner for new deliveries.

Article 8. Retention of title and right of pledge

8.1. Ownership of the Goods shall not pass to the Customer until the Customer has paid all amounts, including interest and costs, owed to Van Loon under the Agreement, previous agreements, subsequent agreements or otherwise.

8.2. The Customer is not entitled to pledge the unpaid goods, to establish a non-possessory pledge on them or to establish any other real or personal right on them for the benefit of a third party. This clause applies as a clause referred to in Article 3:83(2) of the Dutch Civil Code.

8.3. If Van Loon makes materials, such as raw materials, auxiliary materials, packaging, tools, tooling, drawings, specifications, services and software available to the Customer for the purpose of fulfilling its obligations, these shall remain the property of Van Loon. The Customer shall store these separately from objects belonging to itself or to third parties. The Customer shall mark them as the property of Van Loon.

8.4. Once materials such as raw materials, auxiliary materials and software from Van Loon have been incorporated into the Customer's goods, these do not constitute new goods whose ownership belongs to the Customer.

8.5. The Customer must store the Goods delivered by Van Loon separately and clearly identifiable and insure them against damage and theft for as long as these Goods remain the property of Van Loon.

8.6. The Customer may use, process and dispose of the Goods delivered by Van Loon in the normal course of its business, but may not encumber them, provided that the Customer informs any acquirer of the retention of title.

8.7. Van Loon has the right, without any notice of default or judicial intervention, to take back and store the goods delivered under retention of title at the expense of and with the full cooperation of the Customer if (there is a reasonable expectation that):

a. the Customer fails to fulfil its obligations under the Agreement or on any other grounds, for example in the event of late payment;

b. a third party seizes any property or assets of the Customer;

c. the Customer is granted a moratorium on payments;

d. the Buyer is declared bankrupt or a petition for bankruptcy is filed against the Buyer; or

e. the Buyer enters into a payment arrangement with one or more of its creditors.

Article 9. Quality and Complaints

9.1. Van Loon will make every reasonable effort to deliver the Goods or Services in accordance with the Agreement.

9.2. The Customer is obliged to thoroughly examine upon delivery whether the goods delivered comply with the Agreement. If this is not the case, the Customer must inform Van Loon immediately.

9.3. Complaints from the Customer must be submitted in writing to Van Loon via info@vanloongroup.com within the following time limits:

a. Complaints about the quality of the delivered Goods or Services, if these Goods are perishable: within 24 hours after Delivery;

b. Complaints about the quality of other Services or Goods: within 5 calendar days after Delivery;

c. Complaints about incorrect or incomplete performance of a Delivery: within 5 calendar days after Delivery;

d. Complaints about an externally visible defect in Goods or Services: immediately after Delivery by means of a written notification accompanied by photographs;

9.4. If the Customer fails to observe the complaint period, the Customer will be deemed to have accepted the Goods or Services and any claim by the Customer against Van Loon in respect of defects in the delivered Goods or Services will lapse.

9.5. Van Loon will not consider complaints after the complaint period, unless the Customer demonstrates that it could not have discovered the defect during a thorough inspection within the complaint period. In that case, the Customer must notify Van Loon of the defect within 24 hours of discovering it.

9.6. Submitting a complaint never releases the Customer from its payment obligations.

9.7. If, in Van Loon's opinion, a complaint is justified, Van Loon is only obliged to deliver or repair the missing item, or Van Loon will grant the Customer a reasonable price reduction, at Van Loon's discretion.

9.8. The Customer may only return defective Goods if Van Loon has agreed to this in writing. The Customer is obliged to follow Van Loon's instructions regarding the storage or return of Goods. These returns are entirely at the expense and risk of the Customer.

9.9. If Van Loon supplies (meat) raw materials to the Customer, these raw materials will be weighed using calibrated REFLEX, SAP, Fobis or Navision weighing systems. The weights determined by Van Loon will determine the price to be paid by the Customer. The Customer is aware that, as a result of evaporation as a natural process, some weight loss may occur between weighing out and weighing in. The tolerance (included in the price) for the weight loss caused by this is 1%, unless otherwise agreed in writing. Van Loon shall not be in default in the event of deviations of up to 1% and the Customer shall not be entitled to a price correction within the tolerance.

Article 10. Intellectual and industrial property rights and documentation

10.1. All industrial and intellectual property rights relating to or used in connection with the Goods, Services and technical data thereof, including, but not limited to, reproduction rights, registered trademarks, service marks, company names, trade names, trade secrets, business methods, licences, patents, patent rights, models, formulas, designs or other industrial property rights, including, but not limited to, know-how (whether or not related to the above items) (including pending applications or registrations for any of the above items), and all improvements, extensions, modifications or derivatives thereof, are the property of Van Loon.

10.2. The Customer is not permitted to disclose the commercial and technical information made available by Van Loon (including functions that may be derived from objects, documents or software provided and any other knowledge or experience) to third parties as long as and insofar as it has not been proven that such information is in the public domain. The information may only be made available to those persons under the control of the Customer who, in connection with the purchase from Van Loon, need to be involved in its use on a necessary basis and who are also bound by a duty of confidentiality. The information remains the exclusive property of Van Loon. Without the prior written consent of Van Loon, this information may not be duplicated or commercially exploited.

10.3. At Van Loon's request, all information originating from Van Loon (including any copies or documents made, if applicable) and borrowed goods and tooling must be returned to Van Loon in full and without undue delay or destroyed. Van Loon reserves all rights to that information (including copyright and the right to apply for industrial property rights such as patent rights, utility models, etc.). If that information is provided to Van Loon by third parties, the reservation of rights also applies for the benefit of those third parties.

10.4. Packaging, parts, holders and special packaging provided by Van Loon remain the property of Van Loon. The aforementioned materials may only be used in the manner specified.

10.5. If intellectual property rights rest on the Goods or accompanying documentation, those rights remain with Van Loon. All intellectual property rights arising as a result of joint development by Van Loon and the Customer, regardless of the quality or direct or indirect extent of the contribution to this development, rest exclusively with Van Loon. The Customer guarantees that it is entitled to transfer these rights and that it has obtained any necessary consent and rights from third parties and that no rights remain with third parties after the transfer. At Van Loon's first request, the Customer will do everything necessary to effect this transfer.

The Customer indemnifies Van Loon against all claims from third parties, damage, claims and costs due to (alleged) infringements in this regard and will compensate Van Loon for all damage, costs and losses suffered as a result, including all legal costs and costs of legal assistance. The Customer shall reimburse all costs incurred by Van Loon in connection with these claims, including the costs of legal assistance, accountant's fees and the costs of transport, storage and destruction of the Goods, as well as the damage suffered by Van Loon, including any compensation paid by Van Loon to the third party in the context of an amicable settlement.

Article 11. Liability

11.1. To the extent permitted by applicable law and unless explicitly agreed otherwise in writing between Van Loon and the Customer, Van Loon shall only be liable to the Customer if the Customer demonstrates that it has suffered damage as a result of a material gross error on the part of Van Loon that could have been prevented by acting with due care, and only for the direct property damage that is the direct and immediate consequence of that material error, except in the case of intent or deliberate recklessness on the part of Van Loon.

11.2. Except in the case of intent or deliberate recklessness on the part of Van Loon, Van Loon's liability is limited to the provisions of Article 9.7. If, despite the provisions of this article, Van Loon is held liable in law for damage suffered by the Customer, that liability shall in all cases be limited to a maximum of the amount paid out by Van Loon's insurer in respect of the event in question.

11.3. Van Loon is not liable for defects that are wholly or partly the result of a method of processing or working prescribed by the Customer, or of a construction or manufacture prescribed by the Customer, or that are wholly or partly caused by a supplier, advisor, subcontractor or auxiliary person prescribed by the Customer. For example, a consultant, subcontractor or auxiliary person nominated by the Customer. Van Loon is also not liable for damage caused by intent or deliberate recklessness on the part of the end user or the person who has accessed the Goods or Services.

11.4. Under no circumstances shall Van Loon be liable for indirect damage (suffered by both the Customer and third parties), such as loss of goodwill, damage to reputation, loss of profit and loss of opportunities, consequential damage or loss of earnings.

11.5. Van Loon may always set off any obligation to compensate for damage against unpaid invoices and any interest and costs arising therefrom.

11.6. The Customer indemnifies Van Loon against all claims from third parties for compensation for damage or otherwise, which are directly or indirectly, indirectly or immediately related to the performance of the Agreement between Van Loon and the Customer.

11.7. The limitation of liability also applies to employees of Van Loon and to third parties engaged by Van Loon for the performance of the Agreement.

11.8. If, despite the provisions of this article, Van Loon is held liable in law for damage suffered by the Customer, that liability shall in all cases, on whatever grounds, be limited to a maximum of the amount that Van Loon has received from the Customer for the Goods and/or Services.

11.9. Claims for compensation shall lapse in all cases one year after the date on which the Customer became aware of the damage and Van Loon's possible liability for that damage.

Article 12. Dissolution and termination

12.1. Without prejudice to the other rights accruing to Van Loon (including performance and/or compensation and/or reimbursement of wages/expenses), Van Loon is entitled to dissolve the Agreement in whole or in part or to suspend its obligations under the Agreement or any other agreement with the Customer with immediate effect and without judicial intervention if:

a. the Customer breaches any provision of the Agreement and/or these General Terms and Conditions and the Customer does not remedy this breach within 7 days of receiving written notification from Van Loon;

b. the Customer applies for a moratorium on payments or the Customer is granted a (temporary) moratorium on payments;

c. The Customer's bankruptcy has been applied for or the court has declared the Customer bankrupt;

d. The Customer's business is liquidated;

e. The Customer offers a settlement to its creditors;

f. A substantial part of the Customer's business assets is subject to a prejudgment attachment or execution; or

g. The Customer's business or a substantial part thereof is sold to a third party.

12.2. If the Agreement is terminated on the basis of this Article 12, any claim by Van Loon against the Customer shall become immediately due and payable and Van Loon shall be entitled to compensation for all direct, indirect and consequential damage, including lost profit, without prejudice to all other legal rights to which it is entitled and its other rights under the Agreement and these General Terms and Conditions, without Van Loon being obliged to pay any compensation or perform any obligations.

12.3.

In the event that any agreement, regardless of whether it has been entered into for a definite or indefinite period, or relationship between the Customer and Van Loon, is deemed to be an agreement for an indefinite period, and no notice period has been agreed, Van Loon will be able to terminate it at any time by means of a written notice and with due observance of a notice period of up to 3 months. Van Loon shall in no event be liable for any damages or compensation in the event of such termination.

Article 13. Force majeure

13.1. Van Loon shall not be liable for any failure to fulfil its obligations if this failure is a direct or indirect consequence of force majeure.

13.2. Force majeure includes circumstances in which Van Loon and third parties engaged by Van Loon, such as suppliers, subcontractors and carriers or other entities on which Van Loon depends, fail to fulfil their obligations or fail to do so on time as a result of administrative measures or regulations, weather conditions, natural disasters, martial law, terrorism, cybercrime, technical disruption of means of transport, unusually high absenteeism due to illness, strikes, industrial disputes, lockouts, government measures, seizure, fire, explosion, power failure, theft or loss of tools, materials or information, traffic obstructions or work interruptions, animal diseases, import or trade restrictions, pandemics/epidemics or other circumstances beyond Van Loon's control, if and insofar as the aforementioned circumstances prevent Van Loon from properly and timely performing the Agreement.

13.3. Van Loon may suspend the fulfilment of its obligations if it is temporarily unable to fulfil its obligations towards the Customer due to force majeure. In that case, the Customer is not entitled to terminate the Agreement.

13.4. If force majeure occurs and the performance of the Agreement is or becomes permanently impossible, or if a temporary situation caused by force majeure lasts longer than 3 months, Van Loon shall be entitled to terminate the Agreement in whole or in part with immediate effect. In such cases, the Customer shall be entitled to terminate the Agreement with immediate effect, but only with regard to that part of the obligations that Van Loon has not yet fulfilled.

Article 14. Miscellaneous

14.1. The Customer may not transfer any obligation under the Agreement to a third party without the prior written consent of Van Loon.

14.2. The Customer shall not outsource the performance of the Agreement or parts thereof to third parties without the prior written consent of Van Loon.

14.3. If any provision of these General Terms and Conditions and of additional agreements that have been concluded is or becomes invalid, this shall not affect the validity of the other provisions of the terms and conditions. The Parties to these General Terms and Conditions are obliged to agree on a provision to replace the invalid provision that approximates the economic purpose of that invalid provision as closely as possible.

Article 15. Applicable law and disputes

15.1. These General Terms and Conditions and all Agreements are governed by Dutch law, unless otherwise agreed by the Parties.

15.2. The applicability of foreign legislation and treaties such as the Vienna Sales Convention is excluded.

15.3. Disputes between the Parties, including those that are only considered as such by one of the Parties, will be resolved as far as possible through proper consultation.

15.4. If the Parties are unable to reach a solution, the disputes will be settled exclusively by the competent court in the district of East Brabant.