General Terms and Conditions

Purchase Conditions

General Purchase Conditions of Sens Maroc

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Supplier: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Supplier GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 Applicability

These GT&C are applicable to all contracts concerning the purchase of goods and/or services which are agreed between SENS MAROC and Supplier. By his acceptance of SENS MAROC’s order, Supplier acknowledges the applicability of these GT&C.

Article 3 Supplier’s obligation to inform

3.1. Supplier shall provide SENS MAROC with precise and clear product information about the Goods. 3.2. Changes to the Goods shall be announced as soon as possible, but at least two months in advance. All damage that results from a late announcement will be for the account of Supplier. 3.3. Supplier shall place at the disposal of SENS MAROC photographs and representative patterns of all products. 3.4. The confirmation of an order shall contain the necessary information concerning amount, price per item, as well as a specification of the product and its quality in the language of the SENS MAROC.

Article 4 Price

4.1. The agreed prices, as stated on the order confirmation, have a validity of one year from the date of the first delivery. Prices can be reviewed in consultation between parties, but only with mutual consent. 4.2. Any changes to prices shall be announced at least three months in advance. The announcement is accompanied by a price list, which states the alterations and the commencing date.

Article 5 Quality and capacity of the delivery

5.1. Supplier warrants: a. that the delivery is complete; b. that the delivery is accompanied by a bill of delivery, which states all information of the order or order confirmation with the exception of the price. In addition, Supplier guarantees that the delivery is accompanied by a delivery document which states at least the references and the number of containers the delivery contains. The packing of each article states at least the order number and a description of the article. The text is drawn up in the language of SENS MAROC. This clause is also applicable to service orders; c. that the delivery is entirely in accordance with the requirements set out in the order as placed by SENS MAROC, specifications, drawings and/or other documentation provided by or on behalf of SENS MAROC; 2

d. that the delivery at least conforms to the legal requirements and government regulations applicable in the country of SENS MAROC, including all Foodstuffs Legislation; e. that the delivery is of good quality and free of faults and errors as regards design, construction, workmanship and/or materials. 5.2. If, either on receipt of within two months, the delivery fails to satisfy the requirements of article 5.1, SENS MAROC reserves the right to return the delivery to Supplier for the account and risk of Supplier, without prejudice to its other remedies pursuant to these GT&C.

Article 6 Inspection and examination

6.1. SENS MAROC retains the right to inspect or examine the Goods at any time, respectively to have such inspection of examination carried out on his behalf. Supplier shall, within reasonable bounds, provide any help necessary in this matter. 6.2. In the event of non-approval, Supplier shall be informed of such immediately and also of the grounds. Supplier shall then be compelled to replace or to improve the offending item/work, within a period laid down by SENS MAROC, at no extra charge. 6.3. Inspection or examination or the lack of the same does not indicate approval. 6.4. In the event of non-approval, SENS MAROC’s obligation to pay is suspended.

Article 7 Packing and dispatch

7.1. Unless otherwise agreed in writing, all deliveries are DDP in accordance with the Incoterms 2020. 7.2. Delivery is inclusive of unloading. The carrier shall be accordingly informed by Supplier. 7.3. The delivery takes place at the address, that has been given by SENS MAROC as the address of delivery. 7.4. Supplier shall pack all deliveries in such a way, that they will arrive undamaged at their destination. Supplier is deemed to be responsible for any damage of goods in transit. 7.5. Supplier shall comply with any possible special requirements with regard to packing as indicated by SENS MAROC, provided that these are made known in good time. Supplier shall also take into account any legal requirements and government regulations with regard to packing and the disposal of the same. 7.6. Deliveries which fail to comply with the provisions of the previous sections of this article, do not have to be accepted by SENS MAROC. 7.7. A partial delivery will not be accepted, unless with explicit authorisation by SENS MAROC. The name of the person who gave this explicit authorisation, shall be stated on the document of delivery. 7.8. Damage occurred in transit and/or any other damage to the delivered goods, shall be reported to Supplier by SENS MAROC within fourteen days after its discovery.

Article 8 Delivery term

8.1. Supplier acknowledges that timely compliance with the Agreement is an essential obligation on his part. The delivery terms in the Agreement constitute fatal dates, the non-compliance with which leads to immediate breach of contract, a notice of default not being necessary. 8.2. The delivery dates stated on the order confirmation are binding, unless Supplier informs SENS MAROC of other delivery date(s) in writing within two weeks of placing the order. If, within two weeks of placing the order, SENS MAROC has not received an order confirmation from Supplier, the delivery date specified by SENS MAROC is deemed to represent the delivery term. 8.3. The exact date of delivery shall be announced at least one week in advance. 8.4. If the delivery dates, as specified under section 2 of this article are exceeded, SENS MAROC is entitled to deduct at least 10% of the invoice amount with a minimum of € 50 or the actual amount of the damage suffered for each week which passes from the agreed date of delivery. 3

This provision forms no impediment to the cancellation of the entire order or that part of the same which has not been delivered on time, without further notification of default and without the intervention of any court. Orders with a specific delivery period or date shall only be delivered within another period or on another date with the explicit authorisation of SENS MAROC. In the event of a general rise in prices, an exception shall be made to this section. In that event, Supplier will contact SENS MAROC and ask if SENS MAROC wants to maintain the agreement. 8.5. If SENS MAROC is compelled to recompense its own customers clients as a result of the late delivery, then such compensation shall be reimbursed by Supplier. In that event, SENS MAROC is entitled to offset such compensation against Supplier’s invoices.

Article 9 Warranty to remedy faults

9.1. Supplier guarantees that the goods possess those characteristics, that SENS MAROC may expect on the grounds of the agreement in the case of normal use. This also applies in the case of exceptional use as far as this has been foreseen by both parties at the conclusion of the agreement. If these expectations are not met, then SENS MAROC reserves the right to repair or replacement, SENS MAROC’s option. 9.2. Furthermore, Supplier guarantees all occurring faults, on the basis of the following system: within two years after delivery to end user: the full costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; within three years after delivery to end user: half of the costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; furthermore, Supplier contracts to remedy faulty deliveries, by means of repair or replacement, as quickly as possible and in any event within the time limit specified by SENS MAROC in the fault notification. 9.3. Supplier liable for all costs involved in remedying the faults for which he is responsible under the provisions of section 1 of this article. 9.4. If Supplier fails to comply adequately with his remedial obligations and/or fails to do so within the requisite period, and also in cases of urgency, SENS MAROC reserves the right to remedy the fault itself or have it remedied by a third party for the account and risk of Supplier, provided that Supplier is informed of such action as soon as possible. 9.5. Supplier indemnifies SENS MAROC against claims from third parties as a result of faulty goods, respectively actions or omissions on the part of Supplier, his employees or others involved in the execution of the delivery or work. 9.6. SENS MAROC is entitled to offset all costs of all damage mentioned in this clause against Supplier’s invoices, provided they are adequately specified and proved.

Article 10 Insolvency of Supplier or (provisional) moratorium for Suppliers enterprise

10.1. In the event of bankruptcy or (provisional) moratorium and/or liquidation of Supplier’s enterprise, SENS MAROC is entitled to cancel the agreement in full or in part without further notification of default and without the intervention of any court. SENS MAROC is not liable to any claim for compensation and such action in no way prejudices his further right as SENS MAROC. 10.2. All claims which SENS MAROC may have or acquire on Supplier in the above event shall be immediately and fully due.

Article 11 Third party rights

Supplier indemnifies SENS MAROC against any form of infringement of third party rights which may result from SENS MAROC’s marketing the goods bought from Supplier, and shall reimburse SENS MAROC for all damages and costs which SENS MAROC may suffer as a result. 4

Article 12 Liability

Supplier indemnifies SENS MAROC against all claims made against him, as a consequence of the defect of any Good supplied by Supplier or any breach or omission in fulfilling the Agreement and these GT&C.

Article 13 Payment

13.1. SENS MAROC shall fulfil all financial obligations arising from the agreement within 60 days from the date of the invoice. This date does not constitute a fatal date. In case of non-observance, Supplier has to issue a notice of default, allowing a subsequent payment term of at least 8 business days. 13.2. SENS MAROC is entitled to offset any claims against Supplier, for whatever reason such claim may arise, against the sums due to Supplier. 13.3. In the case of delivery in parts, payment will be made after the last partial delivery has been received, unless the delivery in parts occurs on explicit request of SENS MAROC or if SENS MAROC has given explicit authorisation to delivery in parts. 13.4. Invoicing takes place after all goods stated on the order have been delivered.

Article 14 Durable business relationship

When a durable business relationship is regarded to exist between SENS MAROC and Supplier, Supplier can only end such relationship on one year’s notice of termination.

Article 15 Currency

The purchase and sale price are to be expressed in Euros.

Article 16 Force Majeure

16.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 16.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 16.3. A force majeure event shall include:, shortage of labour force, , all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 16.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 5

Article 17 Applicable law and jurisdiction 17.1. The agreement between SENS MAROC and Supplier is subject solely to Dutch law. The 1980 Vienna Convention on the International Sale of Goods (CISG) is not applicable.

17.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 17.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Customer: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Customer GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 General

2.1. The GT&C apply to all offers, Agreements and other legal relationships in which SENS MAROC acts as (possible) seller or supplier of the Goods. 2.2. These GT&C and the Agreement can only be validly modified or deviated from by an explicit written and duly signed agreement. 2.3. In case of discrepancy between the English version of these GT&C and a translation of these GT&C, the English text prevails. 2.4. For the purpose of these GT&C “in writing” and “written” include messages sent per fax, e-mail or any other electronic means.

Article 3 Offers and conclusion of the Agreement

3.1. All offers by SENS MAROC are non-binding, unless SENS MAROC explicitly stipulates otherwise explicitly and in writing. An Agreement is only validly concluded when SENS MAROC acknowledges the Agreement or order in writing or when SENS MAROC executes the order. 3.2. Any deviation in the acceptance of an offer cannot be considered to be accepted by SENS MAROC, unless SENS MAROC acknowledges the deviation in writing. 3.3. All offers made by SENS MAROC are based on the fulfilment in normal office hours (the time zone being CET) and under normal working conditions. If the Agreement cannot be executed within normal office hours and/or normal working conditions, the costs connected thereto can be invoiced by SENS MAROC to the Customer. 3.4. SENS MAROC is entitled to terminate an Agreement or end negotiations on an Agreement, if delivery to the customer is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank prohibiting export to the country in which the Customer is domiciled or prohibiting the execution of an Agreement with the Customer. 3.5. The Customer is not allowed to sell the Goods to its own customers if such sale is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank. Failure to comply can lead to a termination of the relationship with the Customer and compensation of damages, notwithstanding the other remedies to which SENS MAROC is entitled.

Article 4 Delivery

4.1. Unless it is explicitly agreed upon otherwise in writing, all deliveries take place Ex Works SENS MAROC in accordance with the Incoterms 2020. 4.2. The Customer is obliged to accept delivery of the Goods at the moment these are 2

offered to the Customer. At that moment the risk for the Goods passes to the Customer. 4.3. If the Customer refuses acceptance of the Goods, SENS MAROC is entitled (but not obliged) to store the Goods or part thereof at the Customer’s expense. If the Goods reach their expiration date, SENS MAROC is entitled to have the Goods destroyed at the Customer’s costs. Such destruction does not affect the Customer’s duty to pay for the Goods. 4.4. If an Agreement contains a composed (price) list, SENS MAROC is not obliged to deliver only part of the Goods mentioned in the Agreement at the corresponding part of the price. 4.5. At all times, SENS MAROC is entitled to execute the deliveries in part and to invoice the partial deliveries separately. 4.6. At all times, SENS MAROC is entitled to instruct third parties to make the deliveries. 4.7. SENS MAROC is not liable for third party costs, including (but not limited to) demurrage costs, unless SENS MAROC and the Customer have explicitly and in writing agreed upon otherwise.

Article 5 Delivery terms

The delivery terms given by SENS MAROC are indicative only and do not constitute fatal terms. SENS MAROC shall not be in default until SENS MAROC is given a notice of default in which a reasonable term for fulfilment is given and is notice period has lapsed unused.

Article 6 Prices

6.1. Unless it is explicitly agreed upon otherwise in writing, all prices are in euro and are increased by VAT, import and export levies and other government taxes and levies. 6.2. SENS MAROC is entitled to wholly or partially invoice to the Customer any increase in import prices, tools, labour costs, insurances, exchange rates and other relevant cost price factors that occur after conclusion of the Agreement. 6.3. Any additional cost as a result of changes in the Agreement (including a change in the Goods to be supplied or the delivery terms) shall be invoiced to the Customer, regardless if such extra costs are known to the Customer or are made known to the Customer when the implementation of the change occurs. 6.4. In case of a reorder of Goods equal to the Goods delivered (or to be delivered) by virtue of an earlier Agreement, the Customer is not automatically entitled to delivery of the Goods at prices used in earlier Agreements, unless it is explicitly and in writing agreed upon otherwise.

Article 7 Payment

7.1. Unless it is explicitly and in writing agreed upon otherwise, payment by the Customer has to take place within 8 days from the date of the invoice on (one of) the bank account number(s) mentioned on the invoice. 7.2. Payment by the Customer has to take place in the currency in which the prices are given and suspension of payment, set-off or reduction are not allowed. 7.3. Upon expiration of the term mentioned in article 7.1. the Customer is automatically in default, a notice not being necessary. At that moment the Customer is due a compound interest of 8% per year until the date of full payment, notwithstanding the rights to which SENS MAROC is entitled by virtue of the Agreement, these GT&C and the law. 7.4. All costs connected to the payment (including furnishing security interests for payment) are borne by the Customer. 7.5. SENS MAROC is entitled to ask the Customer to furnish security for payment. 7.6. In case of insolvency of the Customer (including the opening of bankruptcy proceedings or a moratorium), winding-up of the Customer’s company or the lapse of a payment term of 3

any of SENS MAROC’s invoices, all claims of SENS MAROC on the Customer become due and immediately payable by the Customer. 7.7. Any payment by the Customer firstly shall serve to pay the collection costs, then to pay any other costs, subsequently to pay the interest and finally to pay the principal amount of the outstanding invoices as so appointed by SENS MAROC, regardless of any other instruction by or on behalf of the Customer. 7.8. If the Customer does not fulfil any payment obligation in time, SENS MAROC is entitled to wholly or partially suspend or even cancel any of its obligations to the Customer, both pertaining to the same agreement or to other agreements. SENS MAROC shall not be liable for such suspension or cancellation and the Customer shall be liable to pay all the damages that SENS MAROC suffers as a result of the suspension or cancellation.

Article 8 Retention of title

8.1. All Goods delivered and to be delivered by SENS MAROC shall remain SENS MAROC’s property until the Customer has paid all his obligations with respect to Goods delivered under the Agreement or other agreements, including the Customer’s obligations pursuant to a breach of such agreement. The property law consequences of the retention of title on the Goods destined to be exported shall be controlled by the law of the country of destination, unless SENS MAROC explicitly and in writing stipulates otherwise. 8.2. The Customer is not allowed to pledge or otherwise encumber the Goods to which the retention of title applies. The Customer is obliged to keep the Goods as recognizable property of SENS MAROC for the duration of the retention of title. Only sale of the Goods within the Customer’s normal business is allowed. The Customer shall immediately notify SENS MAROC of any rights exercised or alleged by third parties with respect to the Goods (including a seizure). 8.3. The Customer is obliged to insure the Goods for any possible risk and to keep the Goods insured and to supply the insurance policy at SENS MAROC’s first request to SENS MAROC.

Article 9 Inspection and complaints

9.1. The Customer is obliged to inspect the Goods (or: to have the Goods inspected) and the packaging immediately upon delivery (including the notification that the Goods have been offered for delivery) for possible shortcomings or visible damages and quality and temperature (entry inspection). In case of shortcomings or visible defects (including defects caused by wrong temperature during transportation) the Customer is obliged to file a written complaint immediately after delivery. Notwithstanding the above, any complaints on the quality of the Goods have to be filed in writing within 72 hours from delivery. In case of non-visible defects, not pertaining to quality, the written complaint has to be filed within 24 hours from the moment of discovery of such defect. Failure to comply with any of the above terms shall result in a loss of all legal remedies. 9.2. At all times, SENS MAROC is entitled to request proof of the defects in the form of photographs, movies or independent expert surveys. SENS MAROC is also entitled to instruct a third party to inspect the Goods. The Customer is obliged to co-operate with such inspection. 9.3. Notwithstanding the other provisions of this article 9, the Customer forfeits his rights to complain about the quality of the Goods, if he wholly or partially uses the Goods, if he wholly or partially processes the Goods, if he supplies or delivers the Goods to third parties or if he implicitly or explicitly accepts the Goods. 9.4. Even if the Customer has complained in time, this does not influence his duty to pay the invoices for the Goods and to accept delivery of the other Goods (including Goods of the same kind). 4

9.5. Minor deviations in weight, size, number, color and/or composition of the Goods do not justify a complaint, nor a compensation of damages or price adjustment. The measuring, inspections, counting and judgment by SENS MAROC shall be decisive. 9.6. If a complaint is found correct, SENS MAROC is only obliged, at SENS MAROC’s costs, to deliver the missing Goods, to replace the defective Goods or the monetarily compensate the Customer, minus the costs. The Customer is obliged to comply with SENS MAROC’s instructions on the storage, destruction, supply or return of the Goods. 9.7. Upon the unused lapse of the terms of article 9.1. all legal remedies have expired. If SENS MAROC deals with a complaint after this term, this is a courtesy and no rights can be derived from this courtesy, nor can any waiver be construed.

Article 10 Foodstuffs legislation

10.1. The Customer warrants to SENS MAROC that he shall comply with the Foodstuffs legislation applicable to the Goods at all times. 10.2. Notwithstanding the provision of article 10.1, the Customer shall label the Goods before supply, distribution, sale or handing over to third parties or before they leave the Customer’s influence otherwise, using labels that comply with the Foodstuffs legislation applicable to the Goods. This includes the rule that the labels cannot be misleading. 10.3. Notwithstanding the provision of article 10.1, from the moment of delivery (including the moment the Goods were made available for delivery) the Customer shall warrant that Goods are stored in accordance with Foodstuffs legislation, including (but not limited to) the storage temperature and storage term. The Customer shall ensure an uninterrupted and timely written registration of the storage and temperature data using equipment that is fit for purpose and that has been calibrated. The data shall be supplied to SENS MAROC at SENS MAROC’s first request. 10.4. Notwithstanding the provision of article 10.1, the Customer shall ensure that the Goods are traceable at all times from the moment they have been delivered to the Customer (including the moment the Goods were made available for delivery). 10.5. The Customer shall ensure that he has all the permits necessary to handle (the delivery of) the Goods. If and insofar the competent authorities have to give permission for the delivery of Goods to the Customer, the Customer warrants to SENS MAROC that the competent authorities have given such permission or are going to give such permission. 10.6. The Customer shall indemnify SENS MAROC for all damages and claims that result from the non-fulfilment of any provision in this article 10.

Article 11 Liability

11.1. If and insofar the Customer has filed a valid complaint in accordance with article 9, SENS MAROC’s liability is at all times limited to the amount of the invoice connected to the Goods that have given rise to the liability. 11.2. SENS MAROC is never liable for any material or immaterial damage outside of the scope of article 9 and article 11.1., including among other things: consequential damages, company damages, loss, loss of profit, costs made, orders missed, savings missed and the suspension of marketing and other promotional activities. This rule shall not apply in case of a deliberate act or grave negligence on SENS MAROC’s part. 11.3. SENS MAROC is entitled to call upon all its legal and contractual defenses and remedies for all people who are involved in the execution of the Agreement.

Article 12 Force majeure

12.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially 5

terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 12.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 12.3. A force majeure event shall include: shortage of raw materials for the production of the Goods, strike, shortage of labour force, non-fulfilment of the obligations by SENS MAROC’s suppliers (directly or indirectly), all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 12.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement.

Article 13 Applicable law and jurisdiction

13.1. All legal relationships between SENS MAROC and the Customer are governed exclusively by Dutch law, excluding the Vienna 1980 Convention on the International Sale of Goods (CISG). 13.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 13.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

General Terms and Conditions

Purchase Conditions Conditions of Sale

Purchase Conditions

General Purchase Conditions of Sens Maroc

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Supplier: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Supplier GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 Applicability

These GT&C are applicable to all contracts concerning the purchase of goods and/or services which are agreed between SENS MAROC and Supplier. By his acceptance of SENS MAROC’s order, Supplier acknowledges the applicability of these GT&C.

Article 3 Supplier’s obligation to inform

3.1. Supplier shall provide SENS MAROC with precise and clear product information about the Goods. 3.2. Changes to the Goods shall be announced as soon as possible, but at least two months in advance. All damage that results from a late announcement will be for the account of Supplier. 3.3. Supplier shall place at the disposal of SENS MAROC photographs and representative patterns of all products. 3.4. The confirmation of an order shall contain the necessary information concerning amount, price per item, as well as a specification of the product and its quality in the language of the SENS MAROC.

Article 4 Price

4.1. The agreed prices, as stated on the order confirmation, have a validity of one year from the date of the first delivery. Prices can be reviewed in consultation between parties, but only with mutual consent. 4.2. Any changes to prices shall be announced at least three months in advance. The announcement is accompanied by a price list, which states the alterations and the commencing date.

Article 5 Quality and capacity of the delivery

5.1. Supplier warrants: a. that the delivery is complete; b. that the delivery is accompanied by a bill of delivery, which states all information of the order or order confirmation with the exception of the price. In addition, Supplier guarantees that the delivery is accompanied by a delivery document which states at least the references and the number of containers the delivery contains. The packing of each article states at least the order number and a description of the article. The text is drawn up in the language of SENS MAROC. This clause is also applicable to service orders; c. that the delivery is entirely in accordance with the requirements set out in the order as placed by SENS MAROC, specifications, drawings and/or other documentation provided by or on behalf of SENS MAROC; 2

d. that the delivery at least conforms to the legal requirements and government regulations applicable in the country of SENS MAROC, including all Foodstuffs Legislation; e. that the delivery is of good quality and free of faults and errors as regards design, construction, workmanship and/or materials. 5.2. If, either on receipt of within two months, the delivery fails to satisfy the requirements of article 5.1, SENS MAROC reserves the right to return the delivery to Supplier for the account and risk of Supplier, without prejudice to its other remedies pursuant to these GT&C.

Article 6 Inspection and examination

6.1. SENS MAROC retains the right to inspect or examine the Goods at any time, respectively to have such inspection of examination carried out on his behalf. Supplier shall, within reasonable bounds, provide any help necessary in this matter. 6.2. In the event of non-approval, Supplier shall be informed of such immediately and also of the grounds. Supplier shall then be compelled to replace or to improve the offending item/work, within a period laid down by SENS MAROC, at no extra charge. 6.3. Inspection or examination or the lack of the same does not indicate approval. 6.4. In the event of non-approval, SENS MAROC’s obligation to pay is suspended.

Article 7 Packing and dispatch

7.1. Unless otherwise agreed in writing, all deliveries are DDP in accordance with the Incoterms 2020. 7.2. Delivery is inclusive of unloading. The carrier shall be accordingly informed by Supplier. 7.3. The delivery takes place at the address, that has been given by SENS MAROC as the address of delivery. 7.4. Supplier shall pack all deliveries in such a way, that they will arrive undamaged at their destination. Supplier is deemed to be responsible for any damage of goods in transit. 7.5. Supplier shall comply with any possible special requirements with regard to packing as indicated by SENS MAROC, provided that these are made known in good time. Supplier shall also take into account any legal requirements and government regulations with regard to packing and the disposal of the same. 7.6. Deliveries which fail to comply with the provisions of the previous sections of this article, do not have to be accepted by SENS MAROC. 7.7. A partial delivery will not be accepted, unless with explicit authorisation by SENS MAROC. The name of the person who gave this explicit authorisation, shall be stated on the document of delivery. 7.8. Damage occurred in transit and/or any other damage to the delivered goods, shall be reported to Supplier by SENS MAROC within fourteen days after its discovery.

Article 8 Delivery term

8.1. Supplier acknowledges that timely compliance with the Agreement is an essential obligation on his part. The delivery terms in the Agreement constitute fatal dates, the non-compliance with which leads to immediate breach of contract, a notice of default not being necessary. 8.2. The delivery dates stated on the order confirmation are binding, unless Supplier informs SENS MAROC of other delivery date(s) in writing within two weeks of placing the order. If, within two weeks of placing the order, SENS MAROC has not received an order confirmation from Supplier, the delivery date specified by SENS MAROC is deemed to represent the delivery term. 8.3. The exact date of delivery shall be announced at least one week in advance. 8.4. If the delivery dates, as specified under section 2 of this article are exceeded, SENS MAROC is entitled to deduct at least 10% of the invoice amount with a minimum of € 50 or the actual amount of the damage suffered for each week which passes from the agreed date of delivery. 3

This provision forms no impediment to the cancellation of the entire order or that part of the same which has not been delivered on time, without further notification of default and without the intervention of any court. Orders with a specific delivery period or date shall only be delivered within another period or on another date with the explicit authorisation of SENS MAROC. In the event of a general rise in prices, an exception shall be made to this section. In that event, Supplier will contact SENS MAROC and ask if SENS MAROC wants to maintain the agreement. 8.5. If SENS MAROC is compelled to recompense its own customers clients as a result of the late delivery, then such compensation shall be reimbursed by Supplier. In that event, SENS MAROC is entitled to offset such compensation against Supplier’s invoices.

Article 9 Warranty to remedy faults

9.1. Supplier guarantees that the goods possess those characteristics, that SENS MAROC may expect on the grounds of the agreement in the case of normal use. This also applies in the case of exceptional use as far as this has been foreseen by both parties at the conclusion of the agreement. If these expectations are not met, then SENS MAROC reserves the right to repair or replacement, SENS MAROC’s option. 9.2. Furthermore, Supplier guarantees all occurring faults, on the basis of the following system: within two years after delivery to end user: the full costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; within three years after delivery to end user: half of the costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; furthermore, Supplier contracts to remedy faulty deliveries, by means of repair or replacement, as quickly as possible and in any event within the time limit specified by SENS MAROC in the fault notification. 9.3. Supplier liable for all costs involved in remedying the faults for which he is responsible under the provisions of section 1 of this article. 9.4. If Supplier fails to comply adequately with his remedial obligations and/or fails to do so within the requisite period, and also in cases of urgency, SENS MAROC reserves the right to remedy the fault itself or have it remedied by a third party for the account and risk of Supplier, provided that Supplier is informed of such action as soon as possible. 9.5. Supplier indemnifies SENS MAROC against claims from third parties as a result of faulty goods, respectively actions or omissions on the part of Supplier, his employees or others involved in the execution of the delivery or work. 9.6. SENS MAROC is entitled to offset all costs of all damage mentioned in this clause against Supplier’s invoices, provided they are adequately specified and proved.

Article 10 Insolvency of Supplier or (provisional) moratorium for Suppliers enterprise

10.1. In the event of bankruptcy or (provisional) moratorium and/or liquidation of Supplier’s enterprise, SENS MAROC is entitled to cancel the agreement in full or in part without further notification of default and without the intervention of any court. SENS MAROC is not liable to any claim for compensation and such action in no way prejudices his further right as SENS MAROC. 10.2. All claims which SENS MAROC may have or acquire on Supplier in the above event shall be immediately and fully due.

Article 11 Third party rights

Supplier indemnifies SENS MAROC against any form of infringement of third party rights which may result from SENS MAROC’s marketing the goods bought from Supplier, and shall reimburse SENS MAROC for all damages and costs which SENS MAROC may suffer as a result. 4

Article 12 Liability

Supplier indemnifies SENS MAROC against all claims made against him, as a consequence of the defect of any Good supplied by Supplier or any breach or omission in fulfilling the Agreement and these GT&C.

Article 13 Payment

13.1. SENS MAROC shall fulfil all financial obligations arising from the agreement within 60 days from the date of the invoice. This date does not constitute a fatal date. In case of non-observance, Supplier has to issue a notice of default, allowing a subsequent payment term of at least 8 business days. 13.2. SENS MAROC is entitled to offset any claims against Supplier, for whatever reason such claim may arise, against the sums due to Supplier. 13.3. In the case of delivery in parts, payment will be made after the last partial delivery has been received, unless the delivery in parts occurs on explicit request of SENS MAROC or if SENS MAROC has given explicit authorisation to delivery in parts. 13.4. Invoicing takes place after all goods stated on the order have been delivered.

Article 14 Durable business relationship

When a durable business relationship is regarded to exist between SENS MAROC and Supplier, Supplier can only end such relationship on one year’s notice of termination.

Article 15 Currency

The purchase and sale price are to be expressed in Euros.

Article 16 Force Majeure

16.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 16.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 16.3. A force majeure event shall include:, shortage of labour force, , all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 16.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 5

Article 17 Applicable law and jurisdiction 17.1. The agreement between SENS MAROC and Supplier is subject solely to Dutch law. The 1980 Vienna Convention on the International Sale of Goods (CISG) is not applicable.

17.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 17.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

Conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Customer: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Customer GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 General

2.1. The GT&C apply to all offers, Agreements and other legal relationships in which SENS MAROC acts as (possible) seller or supplier of the Goods. 2.2. These GT&C and the Agreement can only be validly modified or deviated from by an explicit written and duly signed agreement. 2.3. In case of discrepancy between the English version of these GT&C and a translation of these GT&C, the English text prevails. 2.4. For the purpose of these GT&C “in writing” and “written” include messages sent per fax, e-mail or any other electronic means.

Article 3 Offers and conclusion of the Agreement

3.1. All offers by SENS MAROC are non-binding, unless SENS MAROC explicitly stipulates otherwise explicitly and in writing. An Agreement is only validly concluded when SENS MAROC acknowledges the Agreement or order in writing or when SENS MAROC executes the order. 3.2. Any deviation in the acceptance of an offer cannot be considered to be accepted by SENS MAROC, unless SENS MAROC acknowledges the deviation in writing. 3.3. All offers made by SENS MAROC are based on the fulfilment in normal office hours (the time zone being CET) and under normal working conditions. If the Agreement cannot be executed within normal office hours and/or normal working conditions, the costs connected thereto can be invoiced by SENS MAROC to the Customer. 3.4. SENS MAROC is entitled to terminate an Agreement or end negotiations on an Agreement, if delivery to the customer is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank prohibiting export to the country in which the Customer is domiciled or prohibiting the execution of an Agreement with the Customer. 3.5. The Customer is not allowed to sell the Goods to its own customers if such sale is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank. Failure to comply can lead to a termination of the relationship with the Customer and compensation of damages, notwithstanding the other remedies to which SENS MAROC is entitled.

Article 4 Delivery

4.1. Unless it is explicitly agreed upon otherwise in writing, all deliveries take place Ex Works SENS MAROC in accordance with the Incoterms 2020. 4.2. The Customer is obliged to accept delivery of the Goods at the moment these are 2

offered to the Customer. At that moment the risk for the Goods passes to the Customer. 4.3. If the Customer refuses acceptance of the Goods, SENS MAROC is entitled (but not obliged) to store the Goods or part thereof at the Customer’s expense. If the Goods reach their expiration date, SENS MAROC is entitled to have the Goods destroyed at the Customer’s costs. Such destruction does not affect the Customer’s duty to pay for the Goods. 4.4. If an Agreement contains a composed (price) list, SENS MAROC is not obliged to deliver only part of the Goods mentioned in the Agreement at the corresponding part of the price. 4.5. At all times, SENS MAROC is entitled to execute the deliveries in part and to invoice the partial deliveries separately. 4.6. At all times, SENS MAROC is entitled to instruct third parties to make the deliveries. 4.7. SENS MAROC is not liable for third party costs, including (but not limited to) demurrage costs, unless SENS MAROC and the Customer have explicitly and in writing agreed upon otherwise.

Article 5 Delivery terms

The delivery terms given by SENS MAROC are indicative only and do not constitute fatal terms. SENS MAROC shall not be in default until SENS MAROC is given a notice of default in which a reasonable term for fulfilment is given and is notice period has lapsed unused.

Article 6 Prices

6.1. Unless it is explicitly agreed upon otherwise in writing, all prices are in euro and are increased by VAT, import and export levies and other government taxes and levies. 6.2. SENS MAROC is entitled to wholly or partially invoice to the Customer any increase in import prices, tools, labour costs, insurances, exchange rates and other relevant cost price factors that occur after conclusion of the Agreement. 6.3. Any additional cost as a result of changes in the Agreement (including a change in the Goods to be supplied or the delivery terms) shall be invoiced to the Customer, regardless if such extra costs are known to the Customer or are made known to the Customer when the implementation of the change occurs. 6.4. In case of a reorder of Goods equal to the Goods delivered (or to be delivered) by virtue of an earlier Agreement, the Customer is not automatically entitled to delivery of the Goods at prices used in earlier Agreements, unless it is explicitly and in writing agreed upon otherwise.

Article 7 Payment

7.1. Unless it is explicitly and in writing agreed upon otherwise, payment by the Customer has to take place within 8 days from the date of the invoice on (one of) the bank account number(s) mentioned on the invoice. 7.2. Payment by the Customer has to take place in the currency in which the prices are given and suspension of payment, set-off or reduction are not allowed. 7.3. Upon expiration of the term mentioned in article 7.1. the Customer is automatically in default, a notice not being necessary. At that moment the Customer is due a compound interest of 8% per year until the date of full payment, notwithstanding the rights to which SENS MAROC is entitled by virtue of the Agreement, these GT&C and the law. 7.4. All costs connected to the payment (including furnishing security interests for payment) are borne by the Customer. 7.5. SENS MAROC is entitled to ask the Customer to furnish security for payment. 7.6. In case of insolvency of the Customer (including the opening of bankruptcy proceedings or a moratorium), winding-up of the Customer’s company or the lapse of a payment term of 3

any of SENS MAROC’s invoices, all claims of SENS MAROC on the Customer become due and immediately payable by the Customer. 7.7. Any payment by the Customer firstly shall serve to pay the collection costs, then to pay any other costs, subsequently to pay the interest and finally to pay the principal amount of the outstanding invoices as so appointed by SENS MAROC, regardless of any other instruction by or on behalf of the Customer. 7.8. If the Customer does not fulfil any payment obligation in time, SENS MAROC is entitled to wholly or partially suspend or even cancel any of its obligations to the Customer, both pertaining to the same agreement or to other agreements. SENS MAROC shall not be liable for such suspension or cancellation and the Customer shall be liable to pay all the damages that SENS MAROC suffers as a result of the suspension or cancellation.

Article 8 Retention of title

8.1. All Goods delivered and to be delivered by SENS MAROC shall remain SENS MAROC’s property until the Customer has paid all his obligations with respect to Goods delivered under the Agreement or other agreements, including the Customer’s obligations pursuant to a breach of such agreement. The property law consequences of the retention of title on the Goods destined to be exported shall be controlled by the law of the country of destination, unless SENS MAROC explicitly and in writing stipulates otherwise. 8.2. The Customer is not allowed to pledge or otherwise encumber the Goods to which the retention of title applies. The Customer is obliged to keep the Goods as recognizable property of SENS MAROC for the duration of the retention of title. Only sale of the Goods within the Customer’s normal business is allowed. The Customer shall immediately notify SENS MAROC of any rights exercised or alleged by third parties with respect to the Goods (including a seizure). 8.3. The Customer is obliged to insure the Goods for any possible risk and to keep the Goods insured and to supply the insurance policy at SENS MAROC’s first request to SENS MAROC.

Article 9 Inspection and complaints

9.1. The Customer is obliged to inspect the Goods (or: to have the Goods inspected) and the packaging immediately upon delivery (including the notification that the Goods have been offered for delivery) for possible shortcomings or visible damages and quality and temperature (entry inspection). In case of shortcomings or visible defects (including defects caused by wrong temperature during transportation) the Customer is obliged to file a written complaint immediately after delivery. Notwithstanding the above, any complaints on the quality of the Goods have to be filed in writing within 72 hours from delivery. In case of non-visible defects, not pertaining to quality, the written complaint has to be filed within 24 hours from the moment of discovery of such defect. Failure to comply with any of the above terms shall result in a loss of all legal remedies. 9.2. At all times, SENS MAROC is entitled to request proof of the defects in the form of photographs, movies or independent expert surveys. SENS MAROC is also entitled to instruct a third party to inspect the Goods. The Customer is obliged to co-operate with such inspection. 9.3. Notwithstanding the other provisions of this article 9, the Customer forfeits his rights to complain about the quality of the Goods, if he wholly or partially uses the Goods, if he wholly or partially processes the Goods, if he supplies or delivers the Goods to third parties or if he implicitly or explicitly accepts the Goods. 9.4. Even if the Customer has complained in time, this does not influence his duty to pay the invoices for the Goods and to accept delivery of the other Goods (including Goods of the same kind). 4

9.5. Minor deviations in weight, size, number, color and/or composition of the Goods do not justify a complaint, nor a compensation of damages or price adjustment. The measuring, inspections, counting and judgment by SENS MAROC shall be decisive. 9.6. If a complaint is found correct, SENS MAROC is only obliged, at SENS MAROC’s costs, to deliver the missing Goods, to replace the defective Goods or the monetarily compensate the Customer, minus the costs. The Customer is obliged to comply with SENS MAROC’s instructions on the storage, destruction, supply or return of the Goods. 9.7. Upon the unused lapse of the terms of article 9.1. all legal remedies have expired. If SENS MAROC deals with a complaint after this term, this is a courtesy and no rights can be derived from this courtesy, nor can any waiver be construed.

Article 10 Foodstuffs legislation

10.1. The Customer warrants to SENS MAROC that he shall comply with the Foodstuffs legislation applicable to the Goods at all times. 10.2. Notwithstanding the provision of article 10.1, the Customer shall label the Goods before supply, distribution, sale or handing over to third parties or before they leave the Customer’s influence otherwise, using labels that comply with the Foodstuffs legislation applicable to the Goods. This includes the rule that the labels cannot be misleading. 10.3. Notwithstanding the provision of article 10.1, from the moment of delivery (including the moment the Goods were made available for delivery) the Customer shall warrant that Goods are stored in accordance with Foodstuffs legislation, including (but not limited to) the storage temperature and storage term. The Customer shall ensure an uninterrupted and timely written registration of the storage and temperature data using equipment that is fit for purpose and that has been calibrated. The data shall be supplied to SENS MAROC at SENS MAROC’s first request. 10.4. Notwithstanding the provision of article 10.1, the Customer shall ensure that the Goods are traceable at all times from the moment they have been delivered to the Customer (including the moment the Goods were made available for delivery). 10.5. The Customer shall ensure that he has all the permits necessary to handle (the delivery of) the Goods. If and insofar the competent authorities have to give permission for the delivery of Goods to the Customer, the Customer warrants to SENS MAROC that the competent authorities have given such permission or are going to give such permission. 10.6. The Customer shall indemnify SENS MAROC for all damages and claims that result from the non-fulfilment of any provision in this article 10.

Article 11 Liability

11.1. If and insofar the Customer has filed a valid complaint in accordance with article 9, SENS MAROC’s liability is at all times limited to the amount of the invoice connected to the Goods that have given rise to the liability. 11.2. SENS MAROC is never liable for any material or immaterial damage outside of the scope of article 9 and article 11.1., including among other things: consequential damages, company damages, loss, loss of profit, costs made, orders missed, savings missed and the suspension of marketing and other promotional activities. This rule shall not apply in case of a deliberate act or grave negligence on SENS MAROC’s part. 11.3. SENS MAROC is entitled to call upon all its legal and contractual defenses and remedies for all people who are involved in the execution of the Agreement.

Article 12 Force majeure

12.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially 5

terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 12.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 12.3. A force majeure event shall include: shortage of raw materials for the production of the Goods, strike, shortage of labour force, non-fulfilment of the obligations by SENS MAROC’s suppliers (directly or indirectly), all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 12.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement.

Article 13 Applicable law and jurisdiction

13.1. All legal relationships between SENS MAROC and the Customer are governed exclusively by Dutch law, excluding the Vienna 1980 Convention on the International Sale of Goods (CISG). 13.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 13.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

General Terms and Conditions

Purchase Conditions Conditions of sale

Purchase Conditions

General Purchase Conditions of Sens Maroc

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Supplier: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Supplier GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 Applicability

These GT&C are applicable to all contracts concerning the purchase of goods and/or services which are agreed between SENS MAROC and Supplier. By his acceptance of SENS MAROC’s order, Supplier acknowledges the applicability of these GT&C.

Article 3 Supplier’s obligation to inform

3.1. Supplier shall provide SENS MAROC with precise and clear product information about the Goods. 3.2. Changes to the Goods shall be announced as soon as possible, but at least two months in advance. All damage that results from a late announcement will be for the account of Supplier. 3.3. Supplier shall place at the disposal of SENS MAROC photographs and representative patterns of all products. 3.4. The confirmation of an order shall contain the necessary information concerning amount, price per item, as well as a specification of the product and its quality in the language of the SENS MAROC.

Article 4 Price

4.1. The agreed prices, as stated on the order confirmation, have a validity of one year from the date of the first delivery. Prices can be reviewed in consultation between parties, but only with mutual consent. 4.2. Any changes to prices shall be announced at least three months in advance. The announcement is accompanied by a price list, which states the alterations and the commencing date.

Article 5 Quality and capacity of the delivery

5.1. Supplier warrants: a. that the delivery is complete; b. that the delivery is accompanied by a bill of delivery, which states all information of the order or order confirmation with the exception of the price. In addition, Supplier guarantees that the delivery is accompanied by a delivery document which states at least the references and the number of containers the delivery contains. The packing of each article states at least the order number and a description of the article. The text is drawn up in the language of SENS MAROC. This clause is also applicable to service orders; c. that the delivery is entirely in accordance with the requirements set out in the order as placed by SENS MAROC, specifications, drawings and/or other documentation provided by or on behalf of SENS MAROC; 2

d. that the delivery at least conforms to the legal requirements and government regulations applicable in the country of SENS MAROC, including all Foodstuffs Legislation; e. that the delivery is of good quality and free of faults and errors as regards design, construction, workmanship and/or materials. 5.2. If, either on receipt of within two months, the delivery fails to satisfy the requirements of article 5.1, SENS MAROC reserves the right to return the delivery to Supplier for the account and risk of Supplier, without prejudice to its other remedies pursuant to these GT&C.

Article 6 Inspection and examination

6.1. SENS MAROC retains the right to inspect or examine the Goods at any time, respectively to have such inspection of examination carried out on his behalf. Supplier shall, within reasonable bounds, provide any help necessary in this matter. 6.2. In the event of non-approval, Supplier shall be informed of such immediately and also of the grounds. Supplier shall then be compelled to replace or to improve the offending item/work, within a period laid down by SENS MAROC, at no extra charge. 6.3. Inspection or examination or the lack of the same does not indicate approval. 6.4. In the event of non-approval, SENS MAROC’s obligation to pay is suspended.

Article 7 Packing and dispatch

7.1. Unless otherwise agreed in writing, all deliveries are DDP in accordance with the Incoterms 2020. 7.2. Delivery is inclusive of unloading. The carrier shall be accordingly informed by Supplier. 7.3. The delivery takes place at the address, that has been given by SENS MAROC as the address of delivery. 7.4. Supplier shall pack all deliveries in such a way, that they will arrive undamaged at their destination. Supplier is deemed to be responsible for any damage of goods in transit. 7.5. Supplier shall comply with any possible special requirements with regard to packing as indicated by SENS MAROC, provided that these are made known in good time. Supplier shall also take into account any legal requirements and government regulations with regard to packing and the disposal of the same. 7.6. Deliveries which fail to comply with the provisions of the previous sections of this article, do not have to be accepted by SENS MAROC. 7.7. A partial delivery will not be accepted, unless with explicit authorisation by SENS MAROC. The name of the person who gave this explicit authorisation, shall be stated on the document of delivery. 7.8. Damage occurred in transit and/or any other damage to the delivered goods, shall be reported to Supplier by SENS MAROC within fourteen days after its discovery.

Article 8 Delivery term

8.1. Supplier acknowledges that timely compliance with the Agreement is an essential obligation on his part. The delivery terms in the Agreement constitute fatal dates, the non-compliance with which leads to immediate breach of contract, a notice of default not being necessary. 8.2. The delivery dates stated on the order confirmation are binding, unless Supplier informs SENS MAROC of other delivery date(s) in writing within two weeks of placing the order. If, within two weeks of placing the order, SENS MAROC has not received an order confirmation from Supplier, the delivery date specified by SENS MAROC is deemed to represent the delivery term. 8.3. The exact date of delivery shall be announced at least one week in advance. 8.4. If the delivery dates, as specified under section 2 of this article are exceeded, SENS MAROC is entitled to deduct at least 10% of the invoice amount with a minimum of € 50 or the actual amount of the damage suffered for each week which passes from the agreed date of delivery. 3

This provision forms no impediment to the cancellation of the entire order or that part of the same which has not been delivered on time, without further notification of default and without the intervention of any court. Orders with a specific delivery period or date shall only be delivered within another period or on another date with the explicit authorisation of SENS MAROC. In the event of a general rise in prices, an exception shall be made to this section. In that event, Supplier will contact SENS MAROC and ask if SENS MAROC wants to maintain the agreement. 8.5. If SENS MAROC is compelled to recompense its own customers clients as a result of the late delivery, then such compensation shall be reimbursed by Supplier. In that event, SENS MAROC is entitled to offset such compensation against Supplier’s invoices.

Article 9 Warranty to remedy faults

9.1. Supplier guarantees that the goods possess those characteristics, that SENS MAROC may expect on the grounds of the agreement in the case of normal use. This also applies in the case of exceptional use as far as this has been foreseen by both parties at the conclusion of the agreement. If these expectations are not met, then SENS MAROC reserves the right to repair or replacement, SENS MAROC’s option. 9.2. Furthermore, Supplier guarantees all occurring faults, on the basis of the following system: within two years after delivery to end user: the full costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; within three years after delivery to end user: half of the costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; furthermore, Supplier contracts to remedy faulty deliveries, by means of repair or replacement, as quickly as possible and in any event within the time limit specified by SENS MAROC in the fault notification. 9.3. Supplier liable for all costs involved in remedying the faults for which he is responsible under the provisions of section 1 of this article. 9.4. If Supplier fails to comply adequately with his remedial obligations and/or fails to do so within the requisite period, and also in cases of urgency, SENS MAROC reserves the right to remedy the fault itself or have it remedied by a third party for the account and risk of Supplier, provided that Supplier is informed of such action as soon as possible. 9.5. Supplier indemnifies SENS MAROC against claims from third parties as a result of faulty goods, respectively actions or omissions on the part of Supplier, his employees or others involved in the execution of the delivery or work. 9.6. SENS MAROC is entitled to offset all costs of all damage mentioned in this clause against Supplier’s invoices, provided they are adequately specified and proved.

Article 10 Insolvency of Supplier or (provisional) moratorium for Suppliers enterprise

10.1. In the event of bankruptcy or (provisional) moratorium and/or liquidation of Supplier’s enterprise, SENS MAROC is entitled to cancel the agreement in full or in part without further notification of default and without the intervention of any court. SENS MAROC is not liable to any claim for compensation and such action in no way prejudices his further right as SENS MAROC. 10.2. All claims which SENS MAROC may have or acquire on Supplier in the above event shall be immediately and fully due.

Article 11 Third party rights

Supplier indemnifies SENS MAROC against any form of infringement of third party rights which may result from SENS MAROC’s marketing the goods bought from Supplier, and shall reimburse SENS MAROC for all damages and costs which SENS MAROC may suffer as a result. 4

Article 12 Liability

Supplier indemnifies SENS MAROC against all claims made against him, as a consequence of the defect of any Good supplied by Supplier or any breach or omission in fulfilling the Agreement and these GT&C.

Article 13 Payment

13.1. SENS MAROC shall fulfil all financial obligations arising from the agreement within 60 days from the date of the invoice. This date does not constitute a fatal date. In case of non-observance, Supplier has to issue a notice of default, allowing a subsequent payment term of at least 8 business days. 13.2. SENS MAROC is entitled to offset any claims against Supplier, for whatever reason such claim may arise, against the sums due to Supplier. 13.3. In the case of delivery in parts, payment will be made after the last partial delivery has been received, unless the delivery in parts occurs on explicit request of SENS MAROC or if SENS MAROC has given explicit authorisation to delivery in parts. 13.4. Invoicing takes place after all goods stated on the order have been delivered.

Article 14 Durable business relationship

When a durable business relationship is regarded to exist between SENS MAROC and Supplier, Supplier can only end such relationship on one year’s notice of termination.

Article 15 Currency

The purchase and sale price are to be expressed in Euros.

Article 16 Force Majeure

16.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 16.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 16.3. A force majeure event shall include:, shortage of labour force, , all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 16.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 5

Article 17 Applicable law and jurisdiction 17.1. The agreement between SENS MAROC and Supplier is subject solely to Dutch law. The 1980 Vienna Convention on the International Sale of Goods (CISG) is not applicable.

17.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 17.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

Conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Customer: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Customer GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 General

2.1. The GT&C apply to all offers, Agreements and other legal relationships in which SENS MAROC acts as (possible) seller or supplier of the Goods. 2.2. These GT&C and the Agreement can only be validly modified or deviated from by an explicit written and duly signed agreement. 2.3. In case of discrepancy between the English version of these GT&C and a translation of these GT&C, the English text prevails. 2.4. For the purpose of these GT&C “in writing” and “written” include messages sent per fax, e-mail or any other electronic means.

Article 3 Offers and conclusion of the Agreement

3.1. All offers by SENS MAROC are non-binding, unless SENS MAROC explicitly stipulates otherwise explicitly and in writing. An Agreement is only validly concluded when SENS MAROC acknowledges the Agreement or order in writing or when SENS MAROC executes the order. 3.2. Any deviation in the acceptance of an offer cannot be considered to be accepted by SENS MAROC, unless SENS MAROC acknowledges the deviation in writing. 3.3. All offers made by SENS MAROC are based on the fulfilment in normal office hours (the time zone being CET) and under normal working conditions. If the Agreement cannot be executed within normal office hours and/or normal working conditions, the costs connected thereto can be invoiced by SENS MAROC to the Customer. 3.4. SENS MAROC is entitled to terminate an Agreement or end negotiations on an Agreement, if delivery to the customer is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank prohibiting export to the country in which the Customer is domiciled or prohibiting the execution of an Agreement with the Customer. 3.5. The Customer is not allowed to sell the Goods to its own customers if such sale is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank. Failure to comply can lead to a termination of the relationship with the Customer and compensation of damages, notwithstanding the other remedies to which SENS MAROC is entitled.

Article 4 Delivery

4.1. Unless it is explicitly agreed upon otherwise in writing, all deliveries take place Ex Works SENS MAROC in accordance with the Incoterms 2020. 4.2. The Customer is obliged to accept delivery of the Goods at the moment these are 2

offered to the Customer. At that moment the risk for the Goods passes to the Customer. 4.3. If the Customer refuses acceptance of the Goods, SENS MAROC is entitled (but not obliged) to store the Goods or part thereof at the Customer’s expense. If the Goods reach their expiration date, SENS MAROC is entitled to have the Goods destroyed at the Customer’s costs. Such destruction does not affect the Customer’s duty to pay for the Goods. 4.4. If an Agreement contains a composed (price) list, SENS MAROC is not obliged to deliver only part of the Goods mentioned in the Agreement at the corresponding part of the price. 4.5. At all times, SENS MAROC is entitled to execute the deliveries in part and to invoice the partial deliveries separately. 4.6. At all times, SENS MAROC is entitled to instruct third parties to make the deliveries. 4.7. SENS MAROC is not liable for third party costs, including (but not limited to) demurrage costs, unless SENS MAROC and the Customer have explicitly and in writing agreed upon otherwise.

Article 5 Delivery terms

The delivery terms given by SENS MAROC are indicative only and do not constitute fatal terms. SENS MAROC shall not be in default until SENS MAROC is given a notice of default in which a reasonable term for fulfilment is given and is notice period has lapsed unused.

Article 6 Prices

6.1. Unless it is explicitly agreed upon otherwise in writing, all prices are in euro and are increased by VAT, import and export levies and other government taxes and levies. 6.2. SENS MAROC is entitled to wholly or partially invoice to the Customer any increase in import prices, tools, labour costs, insurances, exchange rates and other relevant cost price factors that occur after conclusion of the Agreement. 6.3. Any additional cost as a result of changes in the Agreement (including a change in the Goods to be supplied or the delivery terms) shall be invoiced to the Customer, regardless if such extra costs are known to the Customer or are made known to the Customer when the implementation of the change occurs. 6.4. In case of a reorder of Goods equal to the Goods delivered (or to be delivered) by virtue of an earlier Agreement, the Customer is not automatically entitled to delivery of the Goods at prices used in earlier Agreements, unless it is explicitly and in writing agreed upon otherwise.

Article 7 Payment

7.1. Unless it is explicitly and in writing agreed upon otherwise, payment by the Customer has to take place within 8 days from the date of the invoice on (one of) the bank account number(s) mentioned on the invoice. 7.2. Payment by the Customer has to take place in the currency in which the prices are given and suspension of payment, set-off or reduction are not allowed. 7.3. Upon expiration of the term mentioned in article 7.1. the Customer is automatically in default, a notice not being necessary. At that moment the Customer is due a compound interest of 8% per year until the date of full payment, notwithstanding the rights to which SENS MAROC is entitled by virtue of the Agreement, these GT&C and the law. 7.4. All costs connected to the payment (including furnishing security interests for payment) are borne by the Customer. 7.5. SENS MAROC is entitled to ask the Customer to furnish security for payment. 7.6. In case of insolvency of the Customer (including the opening of bankruptcy proceedings or a moratorium), winding-up of the Customer’s company or the lapse of a payment term of 3

any of SENS MAROC’s invoices, all claims of SENS MAROC on the Customer become due and immediately payable by the Customer. 7.7. Any payment by the Customer firstly shall serve to pay the collection costs, then to pay any other costs, subsequently to pay the interest and finally to pay the principal amount of the outstanding invoices as so appointed by SENS MAROC, regardless of any other instruction by or on behalf of the Customer. 7.8. If the Customer does not fulfil any payment obligation in time, SENS MAROC is entitled to wholly or partially suspend or even cancel any of its obligations to the Customer, both pertaining to the same agreement or to other agreements. SENS MAROC shall not be liable for such suspension or cancellation and the Customer shall be liable to pay all the damages that SENS MAROC suffers as a result of the suspension or cancellation.

Article 8 Retention of title

8.1. All Goods delivered and to be delivered by SENS MAROC shall remain SENS MAROC’s property until the Customer has paid all his obligations with respect to Goods delivered under the Agreement or other agreements, including the Customer’s obligations pursuant to a breach of such agreement. The property law consequences of the retention of title on the Goods destined to be exported shall be controlled by the law of the country of destination, unless SENS MAROC explicitly and in writing stipulates otherwise. 8.2. The Customer is not allowed to pledge or otherwise encumber the Goods to which the retention of title applies. The Customer is obliged to keep the Goods as recognizable property of SENS MAROC for the duration of the retention of title. Only sale of the Goods within the Customer’s normal business is allowed. The Customer shall immediately notify SENS MAROC of any rights exercised or alleged by third parties with respect to the Goods (including a seizure). 8.3. The Customer is obliged to insure the Goods for any possible risk and to keep the Goods insured and to supply the insurance policy at SENS MAROC’s first request to SENS MAROC.

Article 9 Inspection and complaints

9.1. The Customer is obliged to inspect the Goods (or: to have the Goods inspected) and the packaging immediately upon delivery (including the notification that the Goods have been offered for delivery) for possible shortcomings or visible damages and quality and temperature (entry inspection). In case of shortcomings or visible defects (including defects caused by wrong temperature during transportation) the Customer is obliged to file a written complaint immediately after delivery. Notwithstanding the above, any complaints on the quality of the Goods have to be filed in writing within 72 hours from delivery. In case of non-visible defects, not pertaining to quality, the written complaint has to be filed within 24 hours from the moment of discovery of such defect. Failure to comply with any of the above terms shall result in a loss of all legal remedies. 9.2. At all times, SENS MAROC is entitled to request proof of the defects in the form of photographs, movies or independent expert surveys. SENS MAROC is also entitled to instruct a third party to inspect the Goods. The Customer is obliged to co-operate with such inspection. 9.3. Notwithstanding the other provisions of this article 9, the Customer forfeits his rights to complain about the quality of the Goods, if he wholly or partially uses the Goods, if he wholly or partially processes the Goods, if he supplies or delivers the Goods to third parties or if he implicitly or explicitly accepts the Goods. 9.4. Even if the Customer has complained in time, this does not influence his duty to pay the invoices for the Goods and to accept delivery of the other Goods (including Goods of the same kind). 4

9.5. Minor deviations in weight, size, number, color and/or composition of the Goods do not justify a complaint, nor a compensation of damages or price adjustment. The measuring, inspections, counting and judgment by SENS MAROC shall be decisive. 9.6. If a complaint is found correct, SENS MAROC is only obliged, at SENS MAROC’s costs, to deliver the missing Goods, to replace the defective Goods or the monetarily compensate the Customer, minus the costs. The Customer is obliged to comply with SENS MAROC’s instructions on the storage, destruction, supply or return of the Goods. 9.7. Upon the unused lapse of the terms of article 9.1. all legal remedies have expired. If SENS MAROC deals with a complaint after this term, this is a courtesy and no rights can be derived from this courtesy, nor can any waiver be construed.

Article 10 Foodstuffs legislation

10.1. The Customer warrants to SENS MAROC that he shall comply with the Foodstuffs legislation applicable to the Goods at all times. 10.2. Notwithstanding the provision of article 10.1, the Customer shall label the Goods before supply, distribution, sale or handing over to third parties or before they leave the Customer’s influence otherwise, using labels that comply with the Foodstuffs legislation applicable to the Goods. This includes the rule that the labels cannot be misleading. 10.3. Notwithstanding the provision of article 10.1, from the moment of delivery (including the moment the Goods were made available for delivery) the Customer shall warrant that Goods are stored in accordance with Foodstuffs legislation, including (but not limited to) the storage temperature and storage term. The Customer shall ensure an uninterrupted and timely written registration of the storage and temperature data using equipment that is fit for purpose and that has been calibrated. The data shall be supplied to SENS MAROC at SENS MAROC’s first request. 10.4. Notwithstanding the provision of article 10.1, the Customer shall ensure that the Goods are traceable at all times from the moment they have been delivered to the Customer (including the moment the Goods were made available for delivery). 10.5. The Customer shall ensure that he has all the permits necessary to handle (the delivery of) the Goods. If and insofar the competent authorities have to give permission for the delivery of Goods to the Customer, the Customer warrants to SENS MAROC that the competent authorities have given such permission or are going to give such permission. 10.6. The Customer shall indemnify SENS MAROC for all damages and claims that result from the non-fulfilment of any provision in this article 10.

Article 11 Liability

11.1. If and insofar the Customer has filed a valid complaint in accordance with article 9, SENS MAROC’s liability is at all times limited to the amount of the invoice connected to the Goods that have given rise to the liability. 11.2. SENS MAROC is never liable for any material or immaterial damage outside of the scope of article 9 and article 11.1., including among other things: consequential damages, company damages, loss, loss of profit, costs made, orders missed, savings missed and the suspension of marketing and other promotional activities. This rule shall not apply in case of a deliberate act or grave negligence on SENS MAROC’s part. 11.3. SENS MAROC is entitled to call upon all its legal and contractual defenses and remedies for all people who are involved in the execution of the Agreement.

Article 12 Force majeure

12.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially 5

terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 12.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 12.3. A force majeure event shall include: shortage of raw materials for the production of the Goods, strike, shortage of labour force, non-fulfilment of the obligations by SENS MAROC’s suppliers (directly or indirectly), all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 12.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement.

Article 13 Applicable law and jurisdiction

13.1. All legal relationships between SENS MAROC and the Customer are governed exclusively by Dutch law, excluding the Vienna 1980 Convention on the International Sale of Goods (CISG). 13.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 13.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

General Terms and Conditions

Purchase Conditions Conditions of sale

Purchase Conditions

General Purchase Conditions of Sens Maroc

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Supplier: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Supplier GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 Applicability

These GT&C are applicable to all contracts concerning the purchase of goods and/or services which are agreed between SENS MAROC and Supplier. By his acceptance of SENS MAROC’s order, Supplier acknowledges the applicability of these GT&C.

Article 3 Supplier’s obligation to inform

3.1. Supplier shall provide SENS MAROC with precise and clear product information about the Goods. 3.2. Changes to the Goods shall be announced as soon as possible, but at least two months in advance. All damage that results from a late announcement will be for the account of Supplier. 3.3. Supplier shall place at the disposal of SENS MAROC photographs and representative patterns of all products. 3.4. The confirmation of an order shall contain the necessary information concerning amount, price per item, as well as a specification of the product and its quality in the language of the SENS MAROC.

Article 4 Price

4.1. The agreed prices, as stated on the order confirmation, have a validity of one year from the date of the first delivery. Prices can be reviewed in consultation between parties, but only with mutual consent. 4.2. Any changes to prices shall be announced at least three months in advance. The announcement is accompanied by a price list, which states the alterations and the commencing date.

Article 5 Quality and capacity of the delivery

5.1. Supplier warrants: a. that the delivery is complete; b. that the delivery is accompanied by a bill of delivery, which states all information of the order or order confirmation with the exception of the price. In addition, Supplier guarantees that the delivery is accompanied by a delivery document which states at least the references and the number of containers the delivery contains. The packing of each article states at least the order number and a description of the article. The text is drawn up in the language of SENS MAROC. This clause is also applicable to service orders; c. that the delivery is entirely in accordance with the requirements set out in the order as placed by SENS MAROC, specifications, drawings and/or other documentation provided by or on behalf of SENS MAROC; 2

d. that the delivery at least conforms to the legal requirements and government regulations applicable in the country of SENS MAROC, including all Foodstuffs Legislation; e. that the delivery is of good quality and free of faults and errors as regards design, construction, workmanship and/or materials. 5.2. If, either on receipt of within two months, the delivery fails to satisfy the requirements of article 5.1, SENS MAROC reserves the right to return the delivery to Supplier for the account and risk of Supplier, without prejudice to its other remedies pursuant to these GT&C.

Article 6 Inspection and examination

6.1. SENS MAROC retains the right to inspect or examine the Goods at any time, respectively to have such inspection of examination carried out on his behalf. Supplier shall, within reasonable bounds, provide any help necessary in this matter. 6.2. In the event of non-approval, Supplier shall be informed of such immediately and also of the grounds. Supplier shall then be compelled to replace or to improve the offending item/work, within a period laid down by SENS MAROC, at no extra charge. 6.3. Inspection or examination or the lack of the same does not indicate approval. 6.4. In the event of non-approval, SENS MAROC’s obligation to pay is suspended.

Article 7 Packing and dispatch

7.1. Unless otherwise agreed in writing, all deliveries are DDP in accordance with the Incoterms 2020. 7.2. Delivery is inclusive of unloading. The carrier shall be accordingly informed by Supplier. 7.3. The delivery takes place at the address, that has been given by SENS MAROC as the address of delivery. 7.4. Supplier shall pack all deliveries in such a way, that they will arrive undamaged at their destination. Supplier is deemed to be responsible for any damage of goods in transit. 7.5. Supplier shall comply with any possible special requirements with regard to packing as indicated by SENS MAROC, provided that these are made known in good time. Supplier shall also take into account any legal requirements and government regulations with regard to packing and the disposal of the same. 7.6. Deliveries which fail to comply with the provisions of the previous sections of this article, do not have to be accepted by SENS MAROC. 7.7. A partial delivery will not be accepted, unless with explicit authorisation by SENS MAROC. The name of the person who gave this explicit authorisation, shall be stated on the document of delivery. 7.8. Damage occurred in transit and/or any other damage to the delivered goods, shall be reported to Supplier by SENS MAROC within fourteen days after its discovery.

Article 8 Delivery term

8.1. Supplier acknowledges that timely compliance with the Agreement is an essential obligation on his part. The delivery terms in the Agreement constitute fatal dates, the non-compliance with which leads to immediate breach of contract, a notice of default not being necessary. 8.2. The delivery dates stated on the order confirmation are binding, unless Supplier informs SENS MAROC of other delivery date(s) in writing within two weeks of placing the order. If, within two weeks of placing the order, SENS MAROC has not received an order confirmation from Supplier, the delivery date specified by SENS MAROC is deemed to represent the delivery term. 8.3. The exact date of delivery shall be announced at least one week in advance. 8.4. If the delivery dates, as specified under section 2 of this article are exceeded, SENS MAROC is entitled to deduct at least 10% of the invoice amount with a minimum of € 50 or the actual amount of the damage suffered for each week which passes from the agreed date of delivery. 3

This provision forms no impediment to the cancellation of the entire order or that part of the same which has not been delivered on time, without further notification of default and without the intervention of any court. Orders with a specific delivery period or date shall only be delivered within another period or on another date with the explicit authorisation of SENS MAROC. In the event of a general rise in prices, an exception shall be made to this section. In that event, Supplier will contact SENS MAROC and ask if SENS MAROC wants to maintain the agreement. 8.5. If SENS MAROC is compelled to recompense its own customers clients as a result of the late delivery, then such compensation shall be reimbursed by Supplier. In that event, SENS MAROC is entitled to offset such compensation against Supplier’s invoices.

Article 9 Warranty to remedy faults

9.1. Supplier guarantees that the goods possess those characteristics, that SENS MAROC may expect on the grounds of the agreement in the case of normal use. This also applies in the case of exceptional use as far as this has been foreseen by both parties at the conclusion of the agreement. If these expectations are not met, then SENS MAROC reserves the right to repair or replacement, SENS MAROC’s option. 9.2. Furthermore, Supplier guarantees all occurring faults, on the basis of the following system: within two years after delivery to end user: the full costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; within three years after delivery to end user: half of the costs of repair or replacement, including the costs of carriage and transport, shall be borne by Supplier; furthermore, Supplier contracts to remedy faulty deliveries, by means of repair or replacement, as quickly as possible and in any event within the time limit specified by SENS MAROC in the fault notification. 9.3. Supplier liable for all costs involved in remedying the faults for which he is responsible under the provisions of section 1 of this article. 9.4. If Supplier fails to comply adequately with his remedial obligations and/or fails to do so within the requisite period, and also in cases of urgency, SENS MAROC reserves the right to remedy the fault itself or have it remedied by a third party for the account and risk of Supplier, provided that Supplier is informed of such action as soon as possible. 9.5. Supplier indemnifies SENS MAROC against claims from third parties as a result of faulty goods, respectively actions or omissions on the part of Supplier, his employees or others involved in the execution of the delivery or work. 9.6. SENS MAROC is entitled to offset all costs of all damage mentioned in this clause against Supplier’s invoices, provided they are adequately specified and proved.

Article 10 Insolvency of Supplier or (provisional) moratorium for Suppliers enterprise

10.1. In the event of bankruptcy or (provisional) moratorium and/or liquidation of Supplier’s enterprise, SENS MAROC is entitled to cancel the agreement in full or in part without further notification of default and without the intervention of any court. SENS MAROC is not liable to any claim for compensation and such action in no way prejudices his further right as SENS MAROC. 10.2. All claims which SENS MAROC may have or acquire on Supplier in the above event shall be immediately and fully due.

Article 11 Third party rights

Supplier indemnifies SENS MAROC against any form of infringement of third party rights which may result from SENS MAROC’s marketing the goods bought from Supplier, and shall reimburse SENS MAROC for all damages and costs which SENS MAROC may suffer as a result. 4

Article 12 Liability

Supplier indemnifies SENS MAROC against all claims made against him, as a consequence of the defect of any Good supplied by Supplier or any breach or omission in fulfilling the Agreement and these GT&C.

Article 13 Payment

13.1. SENS MAROC shall fulfil all financial obligations arising from the agreement within 60 days from the date of the invoice. This date does not constitute a fatal date. In case of non-observance, Supplier has to issue a notice of default, allowing a subsequent payment term of at least 8 business days. 13.2. SENS MAROC is entitled to offset any claims against Supplier, for whatever reason such claim may arise, against the sums due to Supplier. 13.3. In the case of delivery in parts, payment will be made after the last partial delivery has been received, unless the delivery in parts occurs on explicit request of SENS MAROC or if SENS MAROC has given explicit authorisation to delivery in parts. 13.4. Invoicing takes place after all goods stated on the order have been delivered.

Article 14 Durable business relationship

When a durable business relationship is regarded to exist between SENS MAROC and Supplier, Supplier can only end such relationship on one year’s notice of termination.

Article 15 Currency

The purchase and sale price are to be expressed in Euros.

Article 16 Force Majeure

16.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 16.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 16.3. A force majeure event shall include:, shortage of labour force, , all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 16.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 5

Article 17 Applicable law and jurisdiction 17.1. The agreement between SENS MAROC and Supplier is subject solely to Dutch law. The 1980 Vienna Convention on the International Sale of Goods (CISG) is not applicable.

17.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 17.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE

Article 1 Definitions

SENS MAROC: Sens Maroc B.V., having its offices in Rotterdam, the Netherlands Customer: the (possible) counterparty of SENS MAROC Foodstuffs legislation: All Dutch or foreign legislation on food safety and food hygiene pertaining to the Goods Agreement: the agreement concluded by SENS MAROC and the Customer GT&C: these general terms and conditions of sale of SENS MAROC Goods: the foodstuffs delivered or to be delivered by SENS MAROC CET: central European time, i.e. Greenwich mean time plus one hour

Article 2 General

2.1. The GT&C apply to all offers, Agreements and other legal relationships in which SENS MAROC acts as (possible) seller or supplier of the Goods. 2.2. These GT&C and the Agreement can only be validly modified or deviated from by an explicit written and duly signed agreement. 2.3. In case of discrepancy between the English version of these GT&C and a translation of these GT&C, the English text prevails. 2.4. For the purpose of these GT&C “in writing” and “written” include messages sent per fax, e-mail or any other electronic means.

Article 3 Offers and conclusion of the Agreement

3.1. All offers by SENS MAROC are non-binding, unless SENS MAROC explicitly stipulates otherwise explicitly and in writing. An Agreement is only validly concluded when SENS MAROC acknowledges the Agreement or order in writing or when SENS MAROC executes the order. 3.2. Any deviation in the acceptance of an offer cannot be considered to be accepted by SENS MAROC, unless SENS MAROC acknowledges the deviation in writing. 3.3. All offers made by SENS MAROC are based on the fulfilment in normal office hours (the time zone being CET) and under normal working conditions. If the Agreement cannot be executed within normal office hours and/or normal working conditions, the costs connected thereto can be invoiced by SENS MAROC to the Customer. 3.4. SENS MAROC is entitled to terminate an Agreement or end negotiations on an Agreement, if delivery to the customer is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank prohibiting export to the country in which the Customer is domiciled or prohibiting the execution of an Agreement with the Customer. 3.5. The Customer is not allowed to sell the Goods to its own customers if such sale is prohibited by or pursuant to international legislation applicable to SENS MAROC (including, but not limited to: sanctions legislation, anti-corruption legislation and anti-bribery legislation) or by a decision by SENS MAROC’s principal bank. Failure to comply can lead to a termination of the relationship with the Customer and compensation of damages, notwithstanding the other remedies to which SENS MAROC is entitled.

Article 4 Delivery

4.1. Unless it is explicitly agreed upon otherwise in writing, all deliveries take place Ex Works SENS MAROC in accordance with the Incoterms 2020. 4.2. The Customer is obliged to accept delivery of the Goods at the moment these are 2

offered to the Customer. At that moment the risk for the Goods passes to the Customer. 4.3. If the Customer refuses acceptance of the Goods, SENS MAROC is entitled (but not obliged) to store the Goods or part thereof at the Customer’s expense. If the Goods reach their expiration date, SENS MAROC is entitled to have the Goods destroyed at the Customer’s costs. Such destruction does not affect the Customer’s duty to pay for the Goods. 4.4. If an Agreement contains a composed (price) list, SENS MAROC is not obliged to deliver only part of the Goods mentioned in the Agreement at the corresponding part of the price. 4.5. At all times, SENS MAROC is entitled to execute the deliveries in part and to invoice the partial deliveries separately. 4.6. At all times, SENS MAROC is entitled to instruct third parties to make the deliveries. 4.7. SENS MAROC is not liable for third party costs, including (but not limited to) demurrage costs, unless SENS MAROC and the Customer have explicitly and in writing agreed upon otherwise.

Article 5 Delivery terms

The delivery terms given by SENS MAROC are indicative only and do not constitute fatal terms. SENS MAROC shall not be in default until SENS MAROC is given a notice of default in which a reasonable term for fulfilment is given and is notice period has lapsed unused.

Article 6 Prices

6.1. Unless it is explicitly agreed upon otherwise in writing, all prices are in euro and are increased by VAT, import and export levies and other government taxes and levies. 6.2. SENS MAROC is entitled to wholly or partially invoice to the Customer any increase in import prices, tools, labour costs, insurances, exchange rates and other relevant cost price factors that occur after conclusion of the Agreement. 6.3. Any additional cost as a result of changes in the Agreement (including a change in the Goods to be supplied or the delivery terms) shall be invoiced to the Customer, regardless if such extra costs are known to the Customer or are made known to the Customer when the implementation of the change occurs. 6.4. In case of a reorder of Goods equal to the Goods delivered (or to be delivered) by virtue of an earlier Agreement, the Customer is not automatically entitled to delivery of the Goods at prices used in earlier Agreements, unless it is explicitly and in writing agreed upon otherwise.

Article 7 Payment

7.1. Unless it is explicitly and in writing agreed upon otherwise, payment by the Customer has to take place within 8 days from the date of the invoice on (one of) the bank account number(s) mentioned on the invoice. 7.2. Payment by the Customer has to take place in the currency in which the prices are given and suspension of payment, set-off or reduction are not allowed. 7.3. Upon expiration of the term mentioned in article 7.1. the Customer is automatically in default, a notice not being necessary. At that moment the Customer is due a compound interest of 8% per year until the date of full payment, notwithstanding the rights to which SENS MAROC is entitled by virtue of the Agreement, these GT&C and the law. 7.4. All costs connected to the payment (including furnishing security interests for payment) are borne by the Customer. 7.5. SENS MAROC is entitled to ask the Customer to furnish security for payment. 7.6. In case of insolvency of the Customer (including the opening of bankruptcy proceedings or a moratorium), winding-up of the Customer’s company or the lapse of a payment term of 3

any of SENS MAROC’s invoices, all claims of SENS MAROC on the Customer become due and immediately payable by the Customer. 7.7. Any payment by the Customer firstly shall serve to pay the collection costs, then to pay any other costs, subsequently to pay the interest and finally to pay the principal amount of the outstanding invoices as so appointed by SENS MAROC, regardless of any other instruction by or on behalf of the Customer. 7.8. If the Customer does not fulfil any payment obligation in time, SENS MAROC is entitled to wholly or partially suspend or even cancel any of its obligations to the Customer, both pertaining to the same agreement or to other agreements. SENS MAROC shall not be liable for such suspension or cancellation and the Customer shall be liable to pay all the damages that SENS MAROC suffers as a result of the suspension or cancellation.

Article 8 Retention of title

8.1. All Goods delivered and to be delivered by SENS MAROC shall remain SENS MAROC’s property until the Customer has paid all his obligations with respect to Goods delivered under the Agreement or other agreements, including the Customer’s obligations pursuant to a breach of such agreement. The property law consequences of the retention of title on the Goods destined to be exported shall be controlled by the law of the country of destination, unless SENS MAROC explicitly and in writing stipulates otherwise. 8.2. The Customer is not allowed to pledge or otherwise encumber the Goods to which the retention of title applies. The Customer is obliged to keep the Goods as recognizable property of SENS MAROC for the duration of the retention of title. Only sale of the Goods within the Customer’s normal business is allowed. The Customer shall immediately notify SENS MAROC of any rights exercised or alleged by third parties with respect to the Goods (including a seizure). 8.3. The Customer is obliged to insure the Goods for any possible risk and to keep the Goods insured and to supply the insurance policy at SENS MAROC’s first request to SENS MAROC.

Article 9 Inspection and complaints

9.1. The Customer is obliged to inspect the Goods (or: to have the Goods inspected) and the packaging immediately upon delivery (including the notification that the Goods have been offered for delivery) for possible shortcomings or visible damages and quality and temperature (entry inspection). In case of shortcomings or visible defects (including defects caused by wrong temperature during transportation) the Customer is obliged to file a written complaint immediately after delivery. Notwithstanding the above, any complaints on the quality of the Goods have to be filed in writing within 72 hours from delivery. In case of non-visible defects, not pertaining to quality, the written complaint has to be filed within 24 hours from the moment of discovery of such defect. Failure to comply with any of the above terms shall result in a loss of all legal remedies. 9.2. At all times, SENS MAROC is entitled to request proof of the defects in the form of photographs, movies or independent expert surveys. SENS MAROC is also entitled to instruct a third party to inspect the Goods. The Customer is obliged to co-operate with such inspection. 9.3. Notwithstanding the other provisions of this article 9, the Customer forfeits his rights to complain about the quality of the Goods, if he wholly or partially uses the Goods, if he wholly or partially processes the Goods, if he supplies or delivers the Goods to third parties or if he implicitly or explicitly accepts the Goods. 9.4. Even if the Customer has complained in time, this does not influence his duty to pay the invoices for the Goods and to accept delivery of the other Goods (including Goods of the same kind). 4

9.5. Minor deviations in weight, size, number, color and/or composition of the Goods do not justify a complaint, nor a compensation of damages or price adjustment. The measuring, inspections, counting and judgment by SENS MAROC shall be decisive. 9.6. If a complaint is found correct, SENS MAROC is only obliged, at SENS MAROC’s costs, to deliver the missing Goods, to replace the defective Goods or the monetarily compensate the Customer, minus the costs. The Customer is obliged to comply with SENS MAROC’s instructions on the storage, destruction, supply or return of the Goods. 9.7. Upon the unused lapse of the terms of article 9.1. all legal remedies have expired. If SENS MAROC deals with a complaint after this term, this is a courtesy and no rights can be derived from this courtesy, nor can any waiver be construed.

Article 10 Foodstuffs legislation

10.1. The Customer warrants to SENS MAROC that he shall comply with the Foodstuffs legislation applicable to the Goods at all times. 10.2. Notwithstanding the provision of article 10.1, the Customer shall label the Goods before supply, distribution, sale or handing over to third parties or before they leave the Customer’s influence otherwise, using labels that comply with the Foodstuffs legislation applicable to the Goods. This includes the rule that the labels cannot be misleading. 10.3. Notwithstanding the provision of article 10.1, from the moment of delivery (including the moment the Goods were made available for delivery) the Customer shall warrant that Goods are stored in accordance with Foodstuffs legislation, including (but not limited to) the storage temperature and storage term. The Customer shall ensure an uninterrupted and timely written registration of the storage and temperature data using equipment that is fit for purpose and that has been calibrated. The data shall be supplied to SENS MAROC at SENS MAROC’s first request. 10.4. Notwithstanding the provision of article 10.1, the Customer shall ensure that the Goods are traceable at all times from the moment they have been delivered to the Customer (including the moment the Goods were made available for delivery). 10.5. The Customer shall ensure that he has all the permits necessary to handle (the delivery of) the Goods. If and insofar the competent authorities have to give permission for the delivery of Goods to the Customer, the Customer warrants to SENS MAROC that the competent authorities have given such permission or are going to give such permission. 10.6. The Customer shall indemnify SENS MAROC for all damages and claims that result from the non-fulfilment of any provision in this article 10.

Article 11 Liability

11.1. If and insofar the Customer has filed a valid complaint in accordance with article 9, SENS MAROC’s liability is at all times limited to the amount of the invoice connected to the Goods that have given rise to the liability. 11.2. SENS MAROC is never liable for any material or immaterial damage outside of the scope of article 9 and article 11.1., including among other things: consequential damages, company damages, loss, loss of profit, costs made, orders missed, savings missed and the suspension of marketing and other promotional activities. This rule shall not apply in case of a deliberate act or grave negligence on SENS MAROC’s part. 11.3. SENS MAROC is entitled to call upon all its legal and contractual defenses and remedies for all people who are involved in the execution of the Agreement.

Article 12 Force majeure

12.1. If fulfilment of the Agreement by SENS MAROC is wholly or partially definitely made impossible by a force majeure event, SENS MAROC is entitled to wholly or partially 5

terminate the Agreement. In that case, the Customer is not entitled to compensation of damages or costs, nor is he entitled to terminate the Agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement. 12.2. If the fulfilment of the Agreement is only temporarily made (wholly or partially) impossible, the Agreement cannot be terminated unless fulfilment has been impossible for an uninterrupted term of six months. 12.3. A force majeure event shall include: shortage of raw materials for the production of the Goods, strike, shortage of labour force, non-fulfilment of the obligations by SENS MAROC’s suppliers (directly or indirectly), all circumstances that interrupt SENS MAROC’s and/or its suppliers’ work flow, transportation issues, import and export restraints by either the competent government authorities or (contractually) by SENS MAROC’s principal bank and all circumstances that qualify as a force majeure event under Dutch law, even if the circumstance was foreseeable at the moment of the conclusion of the Agreement. 12.4. If SENS MAROC has fulfilled part of its obligations at the moment the force majeure event occurs or is able to fulfill part of its obligations at the moment the force majeure event occurs, SENS MAROC is entitled to payment for the part of the obligations that have been fulfilled and SENS MAROC is entitled to require performance of the obligations it is able to fulfill and to demand payment, as if these obligations qualify as a separate agreement. If partial termination leads to commercially unreasonable costs, SENS MAROC is entitled to wholly terminate the Agreement.

Article 13 Applicable law and jurisdiction

13.1. All legal relationships between SENS MAROC and the Customer are governed exclusively by Dutch law, excluding the Vienna 1980 Convention on the International Sale of Goods (CISG). 13.2. The District Court of Rotterdam, the Netherlands, has exclusive jurisdiction. 13.3. If the Customer is domiciled outside of the EU, Norway, Iceland, Liechtenstein, Switzerland or Surinam, all disputes shall be settled by the Netherlands Arbitration Institute (NAI) in accordance with the arbitration rules set by NAI.

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