GENERAL TERMS AND CONDITIONS OF LIMGROUP B.V. REGISTERED IN THE COMMERCIAL REGISTER UNDER NUMBER 12030201 

ARTICLE I - DEFINITIONS AND APPLICABILITY 

1. The following terms have the specified meaning in these General Terms and Conditions: 

• Customer: the natural person or legal entity who receives offers and/or enters into Contracts with Limgroup. 
• Goods: refers to the seeds and/or related products offered and/or supplied by Limgroup. 
• Services: refers to the services offered and/or supplied by Limgroup. 
• Contract: refers to these General Terms and Conditions together with the relevant quotes and other documents issued by Limgroup and/or the entered into Contracts in which the terms, conditions and provisions for the delivery of Goods and/or Services by Limgroup to the Customer are included. 
• Direct Damage: property damage to the Goods sold and delivered by Limgroup or the Goods processed or examined by Limgroup at the instructions of the Customer. This includes damage or losses as a result of shortcomings that can be attributed to Limgroup in the germinating capacity and/or the emergence of seeds and/or the varietal authenticity and/or varietal purity and/or the technical purity and/or the health of the sold and supplied seeds. 
• Indirect Damage: all damage or losses that does not fall under the definition of Direct Damage such as consequential damage, loss of earnings, damage as the result of disappointing cultivation or harvest results, higher production and/or harvest costs, injury losses, immaterial damage, failure to make savings, reduced goodwill, losses due to business interruptions, losses as a result of claims from customers of the Customer, interest and costs.

3. These Terms and Conditions apply to all offers and/or Contracts issued to and/or entered into by Limgroup with a Customer as well as in relation to their execution. 
4. Derogating Terms and Conditions or provisions shall only apply if and insofar they have been agreed separately, expressly and in writing between Limgroup and the Customer for every individual Contract.
5. A Customer with whom a Contract has been entered into to which these General Terms and Conditions apply agrees to have the General Terms and Conditions apply to all other Contracts unless agreed otherwise in writing. 

ARTICLE II – OFFERS AND CONTRACTS 

1. All offers are always without obligation. If an offer is accepted by the Customer, Limgroup shall be entitled to withdraw the offer within five working days after receiving acceptance. Orders and acceptances of offers by the Customer are irrevocable. 
2. Limgroup shall only be bound by the Contract when it has started its execution. 
3. Errors in the quotation, any confirmation or other related document of Limgroup must be communicated to Limgroup within five days after the date of the relevant document in writing. Should this not take place, the relevant document shall be deemed to correctly and fully represent the Contract (or a part thereof) and the Customer shall be bound by it. 
4. Verbal promises or agreements by or with its staff shall only bind Limgroup if it has confirmed these in writing. 
5. Limgroup shall determine the way in which and by which person or persons the Services shall be provided. Every order shall be deemed to have been exclusively issued to and to have been accepted by Limgroup while taking into consideration the provisions contained in Sections 7:404 and 7:407, paragraph 2, of the Dutch Civil Code. 
6. These General Terms and Conditions shall apply integrally on any possible amendments to the Contract. 
7. All offers of and Contracts with Limgroup shall take place under reservation of small derogations in quantity, weight, size and/or packaging. Small derogations do not give the Customer any rights in relation to meeting what is missing, compensation and/or (partial) termination of the Contract. 
8. The Customer may not cancel an issued order. If the Customer despite this cancels an issued order in full or part, the Customer must pay Limgroup for reasonably incurred costs, the activities performed by Limgroup and the loss of earnings by Limgroup in view of carrying out this order increased by the VAT. 

ARTICLE III - DATA 

1. The Customer guarantees the correctness, completeness and reliability of the data and information that the Customer has provided or that has been issued on behalf of the Customer to Limgroup. Limgroup is not obliged to investigate the correctness, completeness or reliability of the data that Limgroup has been issued with. 
2. Limgroup shall only be obliged to carry out or to continue carrying out the order when the Customer has issued all the data and information that Limgroup has requested. 
3. If data is not available or has not been made available in a timely manner or in accordance with the agreements to Limgroup that is required before the Contract is executed or should the Customer not meet the Customer’s obligations in some other way, Limgroup, in addition, shall be entitled to charge for the costs that have been incurred due to this in accordance with the rates that Limgroup normally applies. 
4. If and insofar Limgroup suffers Direct or Indirect Damage or losses because the data and/or information issued by the Customer is incorrect and/or incomplete, the Customer must compensate the damage or losses in full to Limgroup. 

ARTICLE IV - COMPLIANCE 

1. Information, recommendations, appendices, data in relation to germinating capacity and/or emergence of seeds, research results, cultivation technical recommendations and/or variety descriptions issued by Limgroup are without obligation and solely indicative and informative. The Customer cannot derive any rights from data issued by Limgroup (and purely based on reproducible laboratory tests) in the area of germinating capacity and/or emergence of seeds. If the following expressions are used in the offer and/or Contract, they shall be deemed to mean the following except when they derogate from this in writing: 

• Immunity: a plant variety is not vulnerable to attacks by a specific pest organism or disease;
• Resistance: the ability of a variety to restrict the growth and development of a specific pest organism or disease as well as the damage caused by it compared to vulnerable varieties under comparable environmental conditions and a comparable pest or disease pressure. However, these varieties may show some symptoms of disease or some damage under a high pest or disease pressure. Two resistance levels are described:

− High Resistance (HR): varieties greatly restrict the growth and development of a specific pest organism or disease under a normal pest or disease pressure when compared to vulnerable varieties. However, these varieties may show some symptoms of disease or some damage under a high pest organism or disease pressure. 

− Intermediate Resistance (IR): varieties restrict the growth and development of a specific pest organism or disease, but may show more symptoms than high-resistance varieties. Intermediate Resistance varieties shall show less serious symptoms of disease or damage than vulnerable varieties under comparable environmental conditions and/or a comparable pest organism or disease pressure. 

•Tolerance: the ability of a variety to tolerate the influence of abiotic stress with few negative effects on growth, appearance and/or yield.
• Vulnerability: the inability of varieties to restrict the growth and development of a specific pest organism or disease.

2. The Customer must check the agreement with the quantities and/or properties of the delivery of the Services specified by and/or agreed with Limgroup when seeds are not received or the Services are not delivered. 
3. Images, descriptions, catalogues, brochures, advertising material, pricelists, information shown on the website and offers do not bind Limgroup. 
4. If a sample has been shown to the Customer for or with the offer, this shall have only happened as an indication without the Goods having to comply with the sample. 
5. Goods delivered in accordance with the samples may therefore not lead to complaints. 
6. The Customer must verify that the Goods and Services to be ordered and/or ordered by the Customer meet the regulations set by the government in the destination country and are, in general terms, suitable for the Customer’s contemplated use. The use of the Goods and Services as well as compliance with the provisions as set by the government are at the risk of the Customer. 
7. The Customer guarantees that the Customer shall only use the Goods purchased from Limgroup for the contemplated use for which Limgroup sold the Goods and must observe the instruction of Limburg within this context. The Customer may not, in turn, sell the Goods and, in particular, seeds to third parties. 
8. Limgroup complies with all applicable European, United States, United Nations and national export restrictions where the sale of specific products and/or services to specific countries, companies and/or persons is prohibited. Complying with these export restrictions can never lead to a breach of Contract on the side of Limgroup. 

ARTICLE V - PRICES 

1. The prices specified by Limgroup are ex-works (Incoterms 2020) and exclude packaging, VAT and other levies imposed by the government unless expressly agreed otherwise in writing. 
2. The prices that apply on the date when the Contract is concluded shall be taken into account. If a period of three months has elapsed after the Contract has been concluded and one or more cost price-determining factors on which Limgroup bases its prices has experienced a change for whatever reason, Limgroup shall be entitled to increase the agreed prices accordingly without the Customer being entitled, in that event, to receive compensation or full or partial termination of the Contract. 
3. If a request or order of the Customer derogates from the quantity used by Limgroup as standard, Limgroup shall be entitled to deliver this standard quantity to the Customer without the Customer being entitled to compensation and/or (partial) termination of the Contract. 
4. In relation to Contracts with a low invoice value to be determined periodically by Limgroup, Limgroup shall be entitled to charge for a small order surcharge. 
5. If Limgroup takes responsibility for additional Services without a price having been established for this expressly in the Contract, Limgroup shall be entitled to charge a reasonable payment for this. 

ARTICLE VI - CROP AND PROCESSING RESERVATION 

All Limgroup offers and all Contracts entered into by Limgroup are subject to a crop and processing reservation. If, as a result of a disappointing crop and/or processing of the harvested Goods, fewer Goods are available with regard to the quantity and/or quality of the harvested and processed than specified in the offer and/or Contract, Limgroup shall be entitled to deliver fewer Goods to the Customer accordingly without the Customer being entitled to demand compliance in relation to what is missing, compensation and/or (partial) termination of the Contract. 

ARTICLE VII - DELIVERY TIME, DELIVERY AND RISK 

1. Limgroup shall make every effort to deliver Goods in agreement with the sowing or planting season of the Customer. If there is a Contract for Services or if activities are performed in some other way by Limgroup for the Customer, Limgroup shall make every effort to perform the agreed activities within the agreed period. The specified delivery times, however, shall always be an indication and must never be considered deadlines unless expressly agreed otherwise in writing. Exceeding the delivery time shall not oblige Limgroup to pay compensation and shall not entitle the Customer not to comply with or suspend the obligations arising from the Contract. The Customer, however, shall be entitled to terminate the Contract if and insofar as Limgroup does not execute the Contract within a reasonable period set by the Customer. Limgroup shall, in this case, not be obliged to pay compensation. 
2. The delivery time is based on the working conditions that apply when the Contract is entered into and the timely delivery of the Goods and/or Services required for complying with the Contract by Limgroup. If a delay occurs due to a change in the working conditions and/or the non-timely delivery of the Goods and/or Services required by Limgroup, the delivery time shall be extended for as long as is required. 
3. The delivery time shall be extended with the duration of the delay that occurs on Limgroup’s side as a result of non-compliance by the Customer of any obligation that arises from the Contract or the cooperation to be asked from the Customer with regard to the execution of the Contract. 
4. The delivery time starts on the day on which Limgroup receives back the signed quotation or any other document stating approval from the Customer, but no earlier than after the Customer has complied with all possible details that are related to the execution of the Contract that must first be brought about by the Customer. 
5. Limgroup is authorised to deliver Goods and/or Services in batches to the Customer. When this is the case, Limgroup is also authorised to invoice separately the batch delivered to the Customer. 
6. Limgroup delivers the Goods ex-works (Incoterms 2020). If Limgroup is also responsible for the transport of the Goods to the Customer or if Limgroup has this carried out at the request of the Customer, Limgroup shall do this at the expense and risk of the Customer. The moment of the risk transfer shall continue to be delivery ex-works. If Limgroup arranges the transport, the Customer must take receipt of the Goods immediately upon arrival at the destination location. 
7. If the Customer does not accept the Goods, does not accept them on time or does not fully accept them, Limgroup shall be entitled to store the Goods at the expense and risk of the Customer and demand payment as if the delivery had taken place. The Customer shall, in this case, also owe all additional costs to Limgroup including, in any event, storage and preservation costs. 
8. Unless agreed otherwise in writing, the Customer shall be responsible for the timely issue, completeness and correctness of the documents required for the sale, export, import and delivery (such as documents related invoicing, transport documents, phytosanitary requirements, international certificates and/or import or export documents and/or import or export declarations). 

ARTICLE VIII - ADVICE 

1. Limgroup makes every effort it can to achieve the contemplated results with its recommendations and information provision, but cannot give any guarantees in relation to this. All recommendations and information provision made by Limgroup are therefore completely without obligation and are issued by Limgroup as non-binding information. 
2. The recommendations and other information provision made by Limgroup are solely intended for the Customer. Third parties cannot derive any rights from these. 
3. Except for prior written consent from Limgroup, the Customer is not permitted to make the content of recommendations and other information provision public or to make them available in some other way to third parties. 

ARTICLE IX - STORAGE AND CULTIVATION 

1. The Customer has the express duty to keep the delivered Goods in their original packaging (10 degrees Celsius) and dry (a relative air humidity of 40% at most). The obligation is also vested on the Customer to agree these obligations with the Customer’s customers. If the Goods are not kept in compliance with the instructions contained in this Article, Limgroup cannot guarantee the quality of the delivered Goods. 
2. The cultivation of crops depends on numerous continually changing cultivation conditions which are beyond the perception and influence of Limgroup such as climate conditions, the quality and availability of groundwater, the soil, the geographical location and the competency of the grower. The Customer and the (ultimate) grower are responsible themselves at all times for variety selection and cultivation. The (ultimate) grower must follow good grower practices in relation to the cultivation and take due care as can be expected from a reasonably competent and acting grower. 

ARTICLE X - COMPLAINTS 

1. Limgroup guarantees the soundness of the delivered Goods and Services in accordance with what the Customer can reasonably expect based on the Contract. Limgroup makes every effort to achieve the contemplated objectives with the Services, but cannot, however, guarantee the realisation of possible objectives. If defects should be present in the Goods and/or Services that Limgroup has delivered, Limgroup shall put these defect right or have them put right, apply a reasonable price reduction or redeliver the involved Item and/or Service, the details of which shall be at the discretion of Limgroup. 
2. The Customer must carefully inspect the delivered Goods and Services immediately after receipt. Should this not happen, all rights with regard to complaints, replacements and/or guarantees shall be deemed null and void. A note must be made of possible complaints in relation to the quantity of delivered Goods and/or transport damage or loss on the consignment note and/or delivery note. Should this not be done, the quantities specified on the consignment note and/or delivery note shall be deemed to be conclusive evidence against the Customer. 
3. The Customer must notify Limgroup about complaints regarding the delivered Goods and/or Services within eight days after the Customer has discovered or could have reasonably be expected to have discovered the defect. If complaints are not received in a timely manner, any claim with regard to Limgroup can no longer be made. Complaints with regard to the health or germinating capacity must be made to Limgroup in writing one month after sowing at the latest. Should there be no submission, all (possible) claims from the Customer on Limgroup shall be null and void. Complaints with regard to the varietal authenticity, varietal purity and/or technical purity of the delivered Goods must be made within two years after delivery in writing to Limgroup at the latest. Should the Customer fail to meet this deadline, the Customer shall lose the right to lodge a claim with Limgroup for non-compliant Goods.
4. If the Customer makes a complaint, the Customer must allow Limgroup to perform an inspection and determine the shortcoming. The Customer must keep the Goods regarding which a complaint has been made available to Limgroup. Should this not happen, any right on compliance, redress, termination and/or compensation shall be null and void. 
5. Returns to Limgroup of sold Goods for whatever reason can only take place after prior written authorisation and sending and/or other instructions from Limgroup. The Goods shall continue to be at the expense and risk of the Customer at all times. The transport and all costs linked to this are at the expense of the Customer. Limgroup shall reimburse the transport costs if it is determined that there is a shortcoming attributable to Limburg. 
6. Credit may be given only for Goods that are in an undamaged condition, that have not been processed, primed and/or treated with fungicides or insecticides and that are in their original packaging, that do not bear any data relating to the Customer such as advertising, the Customer’s trade name, brand, price or other information. All credit shall take the form of a credit note. The value of the Goods returned will only be offset on receipt of the credit note by the Customer and only up to the sum of the Customer. 
7. If the Customer submits a complaint to Limburg relating to the health, germinating capacity, varietal authenticity, varietal purity and/or technical purity of the seeds delivered within the deadline and this complaint is rejected by Limburg, the Customer is required to cooperate when first requested to do so with any inspection regarded as necessary by Limburg to be carried out by the Nederlandse Algemene Kwaliteitsdienst Tuinbouw ("Naktuinbouw"; Dutch Inspection Service for Horticulture) based in Roelofarendsveen. The advice of Naktuinbouw shall be binding and the costs will be borne by the party found to be at fault. This inspection will exclusively be conducted on the basis of the reference sample in Naktuinbouw's possession, or – in the absence of a reference sample – on the basis of a sample to be bindingly determined by Naktuinbouw. 
8. Any defects concerning a part of the delivered Goods and/or Services do not entitle the Customer to reject all the delivered Goods and/or Services. 
9. The Customer must inform Limburg about any errors in invoices of Limgroup within five days after invoice date. The Customer shall have been deemed to have approved the invoice if this is not forthcoming. 
10. Complaints do not suspend the payment obligations of the Customer. 
11. After a shortcoming in an Item and/or Service has been observed, the Customer must do everything that prevents or limits damage or loss and possibly immediately stop its use where this will also include processing and trading. 

ARTICLE XI - FORCE MAJEURE 

1. Limburg cannot be held responsible for any failure to comply with its contractual obligations where the reasons for this failure are not due to any fault on its part or lie beyond its control (i.e. force majeure). The Customer shall, in such a case, not be entitled to compensation for damage, losses, costs or interest. 
2. Force majeure is deemed to mean: weather conditions, war, risk of war, civil war, terrorism, unrest, intentional damage, fire, water damage, floods, strikes, epidemics or pandemics and, within this framework, measures and restrictions imposed by authorities, accidents, staff being ill or refusing to work, difficulties affecting import and export activities, government action, faulty machinery, interruptions to the supply of gas, water and electricity, transport problems, cyberterrorism or other types of cyberattacks, security incidents that may or may not involve intentional corruption or loss of computer data and stagnation or interruption of supplies from third parties from whom Limburg needs to obtain raw materials, equipment or parts in order to execute the Contract and any other condition that is not controlled by Limgroup. 
3. If a force majeure situation is involved, Limgroup shall be authorised to terminate the Contract for the part that cannot be executed through a written declaration. If the force majeure situation lasts more than six weeks, the Customer is also authorised to terminate the Contract for the part that cannot be executed through a written declaration. 
4. If Limgroup has already partly met its obligation or only can meet its obligations in part when the force majeure situation occurs, Limburg shall be entitled to separately invoice what has been delivered and/or the part that can be delivered and the Customer is obliged to pay this invoice as if it concerned a separate Contract. 
5. In the event of a failure to comply with the Contract for which the Customer cannot be held responsible, Limburg shall be entitled to terminate the Contract in full or in part. In such an event, the Customer shall not be entitled to claim any compensation from Limburg.

ARTICLE XII - EXCLUSION AND LIMITATION OF LIABILITY 

1. Aside from the provisions in Article X.1, the Customer has no claim on Limburg for defects in or in relation to the Goods and Services delivered by Limgroup. Limgroup can therefore not be held liable for Direct and/or Indirect Damage, which shall be deemed to include property damage, immaterial damage, lost income, losses due to standstills, reputation damage or loss of goodwill, missed opportunities, waste of time of management or other staff and any other consequential damage or loss due to any reason unless a deliberate act or omission or conscious recklessness of Limgroup is involved. 
2. Limgroup cannot be held liable either in the meaning as given above in relation to actions of its employees or other persons who fall under its sphere of risk, which shall be deemed to include (gross) negligence or deliberate acts or omissions of these persons.
3. In particular, Limgroup cannot be held liable for ensuing damage or losses except in case of deliberate acts or omissions or conscious recklessness of management or subordinated managers: 
a) Resulting from disappointing cultivation outcomes or yields, damage or loss resulting from the wrong choice of variety, damage or loss resulting from incorrect storage and/or the cultivation conditions or changes to the cultivation conditions as described in Article IX, paragraphs 1 and 2; 
b) Resulting from discrepancies experienced at the Customer’s (or the Customer’s customers’) site between the germinating capacity of seeds or its emergence as reported by Limburg (and based purely on reproducible laboratory tests); 
c) Of any nature whatsoever that occurs because or after the Customer has processed the Goods after delivery, has, in turn, delivered the Goods to third parties or has had the Goods processed or has had the Goods delivered to third parties, respectively; 
d) If the delivery of Goods and/or Services is impossible as a result of export restrictions, embargoes, government measures etc.; 
e) Resulting from not and/or not correctly or fully following the instructions given by Limgroup; 
f) Resulting from repackaging the Goods. 
4. The Customer shall indemnify Limgroup, its employees and third parties called in by Limburg to execute the Contract in relation to all claims from third parties including customers of the Customer, government agencies, customs and other authorities acting on behalf of the government that are (in part) the result of means used at the instructions of the Customer or not by Limgroup used to handle, preserve, condition or process the sold and delivered or to be delivered Goods. Limgroup B.V. shall not accept liability for Direct or Indirect Damage that is the result of using the aforementioned means except in the case of deliberate acts or omissions or conscious recklessness of management or subordinated managers or liability based on mandatory provisions. 
5. In all cases where it is deemed that Limgroup must pay compensation, this compensation will never be higher than the invoice value for the delivered Goods and/or Services due or in relation to which the damage or loss was caused. If the damage or loss is covered through Limgroup’s corporate liability insurance, compensation will, moreover, never be higher than the amount that is actually paid by the insurance company in the relevant case. 
6. Any claim made against Limgroup shall no longer apply due to simply 12 months elapsing since the claim occurred unless it has been recognised by Limgroup. 
7. The Customer shall indemnify Limgroup as well as Limgroup’s employees in relation to claims from third parties (this will also include administrative and/or criminal penalties) that/who suffer losses or damage in relation to the execution of the Contract from acting or neglecting to act by the Customer and/or the incorrectness or incompleteness of the data or information issued by or on behalf of the Customer.

ARTICLE XIII - PAYMENT TERMS AND CONDITIONS 
1. Unless agreed otherwise in writing, Limgroup’s invoices must be paid within thirty days after invoice date in the currency specified on the invoice and solely using the method as indicated on the invoice. 
2. The Customer waives any right to suspension and settlement. The Customer is not entitled to any retention on the Goods. Limgroup is always authorised to settle everything it owes the Customer with that which the Customer and/or companies affiliated to the Customer owes or owe to Limgroup that may or may not be due and payable. 
3. After the term referred to in paragraph 1 has elapsed, the invoice amount is immediately due and payable. The Customer shall be in default by operation of law in this case without a notice of default having to be sent. 
4. After the term referred to in paragraph 1 has elapsed, Limgroup shall be entitled to charge for the legal default interest in accordance with Section 6:119a of the Dutch Civil Code in relation to the unpaid amount as from the day on which the Customer is in default up to the day when full payment is made where part of a month will be deemed a whole month.
5. Payments made by the Customer are used first to pay all costs due, then to pay interest and then to pay the longest outstanding invoices, even if the Customer states that the payment relates to a later invoice. 
6. All costs related to the collection will be at the expense of the Customer. The extrajudicial collection costs will amount to at least 15% of the amount to be collected where a minimum of two hundred and fifty euros (EUR 250) will apply. 
7. The entire invoice amount is due and payable immediately and integrally when payment is not prompt regarding an agreed term on the expiry date as well as if the Customer is declared bankrupt, applies for or obtains (temporary) suspension of payments, statutory debt restructuring (WSNP, Wet Schuldsanering Natuurlijke Personen (Dutch Debt Restructuring for Individuals)) is applied or any attachment is levied against the Customer. If one of the aforementioned situations occur, the Customer must inform Limgroup immediately. 

ARTICLE XIV - PROVISION OF SURETY 
1. Limgroup shall have the right at all times to demand full or partial payment in advance and/or obtain payment surety in some other way. 
2. Once the term for provision of surety as set by Limgroup has elapsed, the Customer shall be deemed in default by operation of law and Limgroup may terminate the Contract without judicial intervention by means of a written declaration without impairment to the right of Limgroup to demand full compensation. 

ARTICLE XV - RETENTION OF TITLE 
1. The Goods delivered by Limgroup remain the property of Limburg until the Customer has complied with all the following obligations under all Contracts entered into with Limburg: 
• The consideration or considerations relating to Goods delivered or to be delivered; 
• The consideration or considerations relating to Services provided or to be provided by Limburg under the Contract; 
• Any claims for non-compliance by the Customer relating to one or more Contracts entered into with Limburg. 
2. The Customer is not entitled to pledge the Goods delivered or to attach any other right to them. The Customer must store the Goods delivered under retention of title with the required care and as the recognisable property of Limgroup. 
3. In accordance with Section 3:237 of the Dutch Civil Code, Limburg reserves the future right of pledge to Goods which have become the property of the Customer under the terms of paragraph 1 and that are still in the Customer's possession; the purpose of this is to give Limburg greater surety in respect of any claims that it may have, now or in the future, against the Customer. 
4. If the Customer should be in default in relation to complying with the Customer’s obligations, Limgroup shall be entitled to fetch or have fetched the Goods that belong to Limgroup at the expense of the customer from the location where they are. Limgroup shall be entitled to enter the business space of the Customer within this framework. The Customer must cooperate in full; failure to do so renders it liable to pay an immediate penalty of 10% per day of all the sums owed by it to Limburg. 
5. If third parties wish to vest or have apply any right on the Goods delivered under retention of title, the Customer must inform Limgroup about this immediately and inform these third parties about the fact that the relevant Goods are not the property of the Customer. 
6. The Customer undertakes: 
• To take out and maintain insurance covering Goods delivered subject to retention of title against fire and water damage and theft, and to submit the insurance policy to Limburg for inspection;
• To pledge all claims made by the Customer on insurance companies with regard to goods delivered subject to retention of title to Limburg when first requested to do so by Limburg as described in Section 3:239 of the Dutch Civil Code; 
• To pledge all claims received by the Customer towards its customers in the context of selling on goods delivered by Limburg subject to retention of title to Limburg when first requested to do so by Limburg as described in Section 3:239 of the Dutch Civil Code; 
• To label Goods delivered subject to retention of title as being the property of Limburg.
7. If the Contract is related to Goods to be delivered by Limgroup to a Customer established in Germany, the following provisions will also apply where the provisions of paragraphs 1 to 6 of this Article will apply mutatis mutandis: 
• The consequences of the retention of title under property law shall be governed by German law; 
• The Goods delivered by Limburg will – in addition to the cases referred to in paragraph 1 of this Article – also remain the property of Limburg until the Customer has paid all existing and future claims in full under whatever title to Limburg, increased by interest and costs; 
• If the Goods delivered by Limburg are processed further, the Customer shall not become the owner of the new Item, but this processing shall be considered to take place for Limburg without any obligations resulting from this on the part of Limburg; 
• If the Goods delivered by Limburg become a part of another Item or if the Goods delivered by Limburg are mixed with other Goods, Limburg shall become the joint owner of the new Item on a pro rata basis of the invoice value of the Goods delivered by Limburg compared to the invoice value of the other Goods. To the extent that the property rights of Limburg could be invalidated as a result of accession or mixing, the Customer shall now already accession or mixing, the Customer shall now already transfer to Limburg its title to or its share in the title to the newly created Item.

ARTICLE XVI - PLANT BREEDER’S RIGHT AND RESEARCH RESULTS 
1. Without the prior written consent of Limburg, seeds of varieties, propagating material and/or plant material of varieties protected by a breeder's right applied for and granted in the Netherlands and/or any other country or by a contractually agreed perpetual clause, must not: 
• be used to produce or further propagate the variety; 
• be treated or processed with the intention of propagation; 
• be marketed; 
• be resold; 
• be conditioned for purposes of propagation; 
• be exported; 
• be imported; 
• be kept in stock for any of these objectives. 
2. In order to inspect the Goods delivered or the products resulting from such Goods, Limburg and its designated employees or third parties shall at all times have the right to access the Customer's establishment and/or all buildings and/or grounds and/or plots managed and/or controlled by the Customer, in or on which the Goods delivered or products resulting from such Goods are located. Limburg shall inform the Customer of an intended inspection in good time. The Customer shall be under the obligation to grant access immediately. The Customer shall also be under the obligation, at Limburg 's first request, to provide access to and a copy of its records which Limburg considers to be relevant to the research. 
3. The products originating from Goods delivered to the Customer shall only be sold by the Customer under the variety name registered by Limburg. 
4. If the Customer finds a mutant form (being an essentially derived variety) in a protected variety, it shall immediately inform Limburg accordingly by means of a registered letter. The Customer states that it is aware of the fact that the finder of a mutant of a protected variety requires the consent of the holder of the breeder's right of the ‘parent variety’ to commercially operate the mutant; the Customer undertakes not to carry out any activities to commercially operate the mutant without the prior written consent of Limburg. Commercial operation shall be defined as any or all of the activities described in paragraph 1.
The Customer shall submit testing material of the mutant to Limburg within two months of Limburg 's first request to such effect. 
5. The Customer must provide all cooperation requested by Limburg – including cooperating in collecting evidence – in the event that Limburg becomes a party in proceedings concerning plant breeder's rights or other intellectual or industrial property rights. 
6. In the event of a contract to carry out research, the Customer shall become the owner of the research results and all reports provided electronically or otherwise when the work has been completed, to the extent that such research results and reports are part of the work commissioned Limburg shall be and continue to be the exclusive owner of the knowledge, experience and know-how necessary to accept and perform the work commissioned. Limburg shall be and continue to be the exclusive owner of the knowledge, experience and know-how necessary to accept and perform the work commissioned. Limburg shall be allowed to use and/or continue to use for its own purposes any expanded knowledge, experience and know-how gained while performing the work - without being liable to pay any compensation for this. 

ARTICLE XVII - RIGHT OF RETENTION 
1. Limburg shall be entitled to retain Goods of the Customer presently in its possession or which will come into its possession in the future until the Customer has complied with all its obligations towards Limburg under the Contract in force. 
2. The Customer continues to bear the risk of Goods subject to this right of retention. 

ARTICLE XVIII - CONSUMER TRANSACTIONS 
In the exceptional case that the Customer is a consumer, the provisions of these General Terms and Conditions shall not apply where they fall within the scope of Section 6:236 of the Dutch Civil Code or where they are otherwise in conflict with compulsory statutory provisions. In this case, the legal provisions that apply to consumers shall apply. 

ARTICLE XIX – PERSONAL DATA PROTECTION 
1. Limgroup shall observe the obligations arising from the General Data Protection Regulation (GDPR), the Dutch GDPR Implementation Act and, as from when it comes into effect, the ePrivacy Regulation and the related legislation and regulations when collecting and (further) processing personal data of or for the Customer within the framework of the Contact and take suitable protective measures. 
2. The Customer indemnifies Limgroup regarding all claims from third parties (including, in any event, users and government agencies), financial government sanctions and costs (including costs for legal assistance) that arise from a breach by the Customer of any legal regulation in relation to the processing of personal data. 

ARTICLE XXI - REPRESENTATION 
1. If the Customer acts on behalf of one or more other parties, the Customer shall be liable as if the Customer is the other party in relation to Limgroup without impairment to the liability of those third parties. 
2. If Limgroup enters into a Contract with two or more natural or legal entities, all customers shall always be principally and for the whole liable towards Limgroup. 
3. If Limgroup enters into a Contract with a company that is being established, the founders shall also each remain principally liable for the whole even after confirmation of the Contract.

ARTICLE XXII - DISPUTES AND APPLICABLE LAW 
1. All offers made by and Contracts entered into with Limburg shall be governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods ("Vienna Sales Convention") shall not apply.
2. The location where all orders shall be carried out is deemed to be the registered office of Limgroup. 
3. Subject to the provisions set out in article X.7, any disputes arising between Limburg and the Customer shall be exclusively settled by the court of Roermond in Limburg (the Netherlands). In derogation from this provision, Limgroup will also always be entitled to submit a dispute or claim to the competent court of the location where the Customer is established or has its actual registered office. 

ARTICLE XXIII FINAL STIPULATIONS 
1. Any provision of these General Terms and Conditions or of Contracts to which these General Terms and Conditions apply that is declared null and void or that can be declared thus, does not affect the validity of the remaining provisions. Limgroup and the Customer must replace provisions that are null and void or that have been declared null and void by valid provisions that have the same scope as much as possible as the provisions that are or have been declared null and void. 
2. In the event of discrepancies or ambiguity between the original Dutch version of these General Terms and Conditions and this translation, the Dutch text shall prevail.