Terms of sale

General terms and conditions of sale and delivery - 1 June 2024 Kelp Blue Biotech B.V

1. Applicability

1. These General Terms and Conditions of Sale and Delivery (the ‘T&C’s’) are applicable to each quotation of and contract with Kelp Blue Biotech B.V. or any of its affiliates (‘Kelp Blue’) for the sale and delivery of the bio stimulant and related products manufactured by Kelp Blue as well as for the delivery of related services (the ‘Products’).

2. Deviations from and amendments to these T&C’s will only be binding insofar as Kelp Blue has explicitly confirmed this in writing, duly signed by an authorised representative of Kelp Blue.

3. The general terms and conditions of Buyer will not be applicable and are hereby explicitly rejected.

4. For the purposes of these T&C’s, ‘Buyer’ will also mean “purchaser”, “customer”, “reseller” or “distributor” as and when appropriate.

2. Commencement of the contract

1. A contract to deliver Products will be deemed to have commenced between Kelp Blue and Buyer when Buyer’s order has been confirmed in writing by Kelp Blue or when Kelp Blue has commenced delivery of such order.

3. Offers

1. All offers and quotations made by or on behalf of Kelp Blue are made without obligation and are valid for a period of thirty (30) days, unless otherwise indicated by Kelp Blue. Kelp Blue shall be entitled to withdraw its offer within five (5) working days after receipt of the acceptance of the offer by Buyer.

2. Orders, contracts and agreements will only be binding upon Kelp Blue if and insofar as they have been confirmed by Kelp Blue to Buyer in writing, duly signed by an authorised representative of Kelp Blue.

3. Kelp Blue has the right to reject orders or assignments without specifying a reason or to only accept an order under the condition that shipment will take place on a cash on delivery basis or after an advance payment, in which case Buyer will be informed accordingly.

4. Kelp Blue cannot be held liable for errors or deviations in illustrations, drawings and/or other specifications used in offers, and/or order confirmations, since such illustrations are provided only as a general indication and are not binding.

5. Kelp Blue shall at any time be entitled to alter the Products, specifications and instructions for use to improve them or to comply with applicable standards and governmental regulations.

4. Prices

1. Unless otherwise agreed in writing, deliveries will be made by Kelp Blue against the prices specified in the price list published by Kelp Blue and in force on the date of acceptance of the order.

2. All prices quoted by Kelp Blue are exclusive of VAT, possible export, import or customs’ duties, forwarding costs, delivery and insurance costs.

3. Kelp Blue reserves the right to adjust the prices for the Products from time to time.

5. Delivery

1. The delivery and processing times commence after receipt by Kelp Blue of the data, Products and/or arranged payments necessary for the performance of the contract.

2. The delivery time quoted by Kelp Blue is an estimate only which will be observed by Kelp Blue as far as possible. In the event of late delivery of the Products, Kelp Blue must be formally declared to be in default in writing and must be granted an additional reasonable term to satisfy its obligations. If the extended term is exceeded, Buyer shall be entitled to dissolve the contract insofar as no deliveries have taken place. Kelp Blue shall not be liable for any damages resulting from late Products.

3. Kelp Blue shall be allowed to deliver the Products in partial deliveries.

4. Buyer will be obliged to accept the delivered Products and offer Kelp Blue every opportunity and co-operation to do so. If Buyer acts in violation of this obligation, said Products will be stored at the expense and risk of Buyer. Buyer shall pay Kelp Blue all additional delivery, storage and insurance costs and any other costs incurred along with any loss arising in connection with such neglect or refusal.

5. Delivery of Products will be effected Ex Works (“Af Fabriek”), Incoterms 2020, at a location specified by Kelp Blue, unless agreed otherwise between the parties in writing. From the moment of delivery, the risk of loss or damage shall pass to Buyer even if title to the Products have not yet passed.

6. Payment and security

1. The Products will have to be paid by Buyer by means of pre-payment (payment upon submitting an order), unless agreed otherwise by the parties in writing.

2. The date of payment shall be the date on which the amount due has been credited to the bank account.

3. Buyer shall not be entitled to invoke any set-off.

4. Upon expiration of the term of payment, Buyer shall be in default and, as of that date, it shall owe Kelp Blue interest at a rate corresponding to the Dutch statutory trade interest (‘wettelijke handelsrente’).5. Kelp Blue shall at any time be entitled to demand adequate security or whole or partial advance payment from Buyer before it performs (further).

6. Besides the statutory trade interest, Kelp Blue will in the event of not payment or delays in payment by Buyer, be entitled to out-of-court collection costs amounting to the higher of 3% of the outstanding amount, or € 500 per invoice.

7. Retention of title and right of pledge

1. Kelp Blue shall retain title to all Products delivered or to be delivered to Buyer until Kelp Blue has received payment in full of the purchase price of the Products and any interest or costs due and payable.

2. During such time as Kelp Blue has title to the Products, Buyer shall store or otherwise keep Kelp Blue’s Products separately from all other Products in such a way as to clearly indicate at all times that the said property remains that of Kelp Blue. All costs incurred by Kelp Blue in repossessing the Products shall be paid by Buyer. During such time as Kelp Blue retains title to the Products, Buyer in possession of the Products shall have the power to deal with and actually deliver the Products in the normal course of its business.

3. At Kelp Blue’s first request, Buyer shall establish a silent pledge on behalf of Kelp Blue on the account receivable from the sale of any of such Products.

4. Buyer shall insure the Products against any and all risks commonly insured against. Buyer shall name Kelp Blue as insured or additional assured and will provide Kelp Blue a copy of its insurance policies upon immediate request.

8. Inspection, complaints and warranty

1. Upon receipt of the Products, Buyer shall be obliged to immediately inspect the Products for defects and deficiencies. Visible defects must be reported to Kelp Blue in writing within five (5) working days after the date of receipt of the Products at Buyer’s premises. Defects that are not visible upon receipt, must be reported to Kelp Blue within five (5) working days after discovery or within five (5) working days after Buyer should reasonably have discovered the defects. If Buyer does not report within the above stated timelines, Kelp Blue will not be able to accept a complaint.

2. Small deviations of the Products in measurements, weight, amounts, colours or other small deviations do not qualify as a defect, in line with accepted industry standards.

3. Kelp Blue warrants production and material faults (that do not qualify as small deviations) for a period of six (6) months as of delivery of such Products to Buyer, insofar the Products have been used in a normal manner by Buyer.

4. In the event of warranty claims under this provision, Kelp Blue will, at its discretion, only be obliged to repair the defect free of charge, to have the defect repaired, or to make the parts available that are necessary for the repair, or to replace the Product concerned. If Kelp Blue finds that repair or replacement of the Products is not (or no longer) possible or disproportionately troublesome, Kelp Blue will be entitled to credit the price received for the Products concerned, without being liable for any further damages.

5. ‘Used in a normal manner’ means the use of the Products for the purpose for which it was intended, including compliance with the instructions for use which accompany the Products and bearing in mind any instructions or guidelines for use given by Kelp Blue, as determined at the discretion of Kelp Blue. The costs of the components which prove defective and are replaced during the warranty period are included in the warranty, with the exception of components which are subject to normal wear and tear.

6. Defects that are the result of inappropriate use, negligence, carelessness, abuse or intentional damage, to be judged reasonably by Kelp Blue, are excluded from any warranty.

7. Products may only be returned by Buyer to Kelp Blue subject to Kelp Blues’ prior written consent and instructions.

8. This warranty is personal can only be transferred by Buyer to a third party with the prior written consent of Kelp Blue.

9. Force majeure

1. Kelp Blue is entitled to invoke force majeure ex article 6:75 of the Dutch civil code, if the implementation of the contract is, in whole or in part, temporarily or not, prevented or impeded by circumstances reasonably out of its control, including site or building blockades, strikes, sit-ins, specific work interruptions or work-to-rule slowdowns and lockout, delay in the provision to Kelp Blue of certain parts or Products ordered from third parties, sickness of its employees, import or export restrictions, governmental measures of any kind, shortages of fuel or raw materials, price increases from suppliers of Kelp Blue, accidents or interruptions of business operations, transport problems, natural disasters, earthquakes, fire, military conflicts and/or wars.

2. In case of force majeure on the part of Kelp Blue, its obligations shall be suspended. If the force majeure lasts more than three (3) months, Kelp Blue and Buyer are both entitled to terminate the contract.

10. Limitation of liability

1. All liability of Kelp Blue is limited to the warranty obligation as set forth under ‘Inspection, complaints & warranty conditions’, unless in so far as damage result from an intentional act or grossnegligence (“opzet of aan opzet grenzende roekeloosheid”) of Kelp Blue.

2. Kelp Blue shall never be liable for consequential or indirect damage, including but not limited to damage resulting from late delivery, damage to other Products of Buyer or any third party, damage resulting from incorrect or improper use of the Products by Buyer, loss of turnover, loss of profit, loss of goodwill, nor for damage resulting from any incorrect and/or incomplete information supplied by Buyer.

3. In all cases in which Kelp Blue is nevertheless obligated to pay damages, these shall never be higher than, at its option, either the invoice value of the Products delivered, at least the part thereof whereby or in connection with which the damage was caused, or, if the damage is covered by an insurance policy of Kelp Blue, the amount that is actually paid out by the insurer with respect thereto. In case of continuing contracts the “invoice value” is the amount charged by Kelp Blue for all Products delivered in the period of three (3) months prior to the damage inflicting event, this with the deduction of credited amounts in connection with that period and for those Products.

11. Licenses

1. Buyer is responsible for obtaining authorizations and/or licenses, which may be necessary for importing the Products. If Buyer should have failed to obtain such licenses in time for Kelp Blue to make possible delivery on the dates indicated in the confirmation of contract, Kelp Blue will be entitled to unilaterally terminate the contract without serving legal notice and without prejudice to all other rights and claims for damages.

12. Intellectual property rights

1. All intellectual property rights, including but not limited to copyrights, model rights and trademark rights with respect to Products delivered by Kelp Blue, including but not limited to drawings, calculations, sketches, technical data, know-how and advices, remain with Kelp Blue and are not being transferred to Buyer, unless and insofar as parties agree explicitly otherwise in writing.

2. Buyer shall refrain from infringements of copyrights, model rights, trademark rights or any other intellectual property rights of Kelp Blue.

3. Buyer shall not damage the Kelp Blue brand or reputation in any way. In case intellectual property rights are being created under a contract between Kelp Blue and Buyer, all such rights will belong to Kelp Blue and, in as far as necessary Buyer will transfer such rights to Kelp Blue and Buyer shall in every way co-operate to such transfer.

4. Buyer indemnifies Kelp Blue against all third party claims with respect to infringement of intellectual property rights insofar such infringement is related to the development, delivery or use of Products that have been developed by Kelp Blue according to the specifications of Buyer. This indemnity also applies in case Kelp Blue amends an existing Product according to the instructions of Buyer.

5. Kelp Blue indemnifies Buyer against third party claims with respect to infringement of intellectual property rights by a Product that has been developed by Kelp Blue independently, when Kelp Blue has immediately been informed of such claim by Buyer in writing and in the event Buyer assists Kelp Blue in defending its position in any way.

13. Confidentiality

1. Buyer shall treat any information and know-how received from Kelp Blue as strictly confidential and this information and know-how shall not be communicated to third parties by Buyer without Kelp Blue’s prior permission in writing. Nor shall Buyer use this information and know-how for any cases other than explicitly provided for in a written contract to which these T&C’s apply. Breach of this provision by Buyer will result in an immediately payable penalty by Buyer to Kelp Blue of € 25,000 per breach, besides Kelp Blue being entitled to a compensation of all its damages and other recourses under the applicable laws.

14. Termination

1. Each party shall be entitled to terminate the contract with immediate effect if the other party: (i) is granted a temporarily or definite moratorium of payment (‘surséance van betaling’); (ii) is declared bankrupt or files for bankruptcy; (iii) acts in material breach of the provisions of the contract and after it has not, within a reasonable period, fulfilled its obligations after a written notice of default; or (iv) has acted in material breach of the contract whilst the fulfilment or correction is no longer possible. Not (timely) payment for deliveries by Buyer qualifies as a material breach.

2. If one of the events referred to in this provision occurs, (i) all claims Kelp Blue may have against Buyer on whatever basis will immediately become due and payable; and (ii) Kelp Blue will be entitled to cancel any pending or accepted order.

3. Termination of a contract does not affect in any way the applicability of the provisions on Payment and security, Retention of title and right of pledge, Inspection, complaints and warranty, Force majeure, Limitation of liability, Intellectual property rights, Confidentiality, Termination and Choice of law and competent court.

15. Applicable law and competent court

1. The relationship between the parties’, including any and all contracts and product deliveries, is exclusively governed by the laws of The Netherlands. The United Nations Convention onContracts for the International Sale of Goods (CISG) is explicitly excluded.

2. All disputes between the parties will exclusively be submitted for judgement to the competent court in Amsterdam, the Netherlands, unless Kelp Blue chooses to bring a dispute before the competent court of the country where Buyer is established.