GENERAL CONDITIONS OF SALEROQUETTE CANADA LTD.
(Version 2021)

6.9. In absence of notification according to Sections 6.7 and 6.8, Customer shall not be
entitled to any remedy under Section 7 or by law.

All sales by Seller to you, Customer, shall be exclusively governed by these General
Conditions of Sale, unless otherwise stated in writing by Seller.
1. DEFINITION“CMR” means Contract for the International Carriage of Goods by Road;"Confidential Information" means all information provided by one Party or otherwise
made known to the other Party in connection with the Contract and /or Order, that relates
to the business, affairs, price, payment conditions, products, transformation or
manufacturing process, developments, trade secrets, know how, personnel, customers,
prospects and suppliers of either Party whether designated as “confidential information”
or not by a Party, together with all information derived from the foregoing, but excluding
any information (i) independently developed by the receiving party without using theconfidential information of the disclosing party, (ii) publicly disclosed by an entity otherthan the receiving Party under no duty of confidentiality or (iii) rightfully in the possessionof the receiving party without a duty of confidentiality prior to the receipt of suchinformation;“Customer” means the company which is buying the Product from Seller;“Party” means either Seller or Customer;“Parties” means collectively Seller and Customer:“Product” means the product sold by Seller;“Order” means the order placed by Customer to buy Product from Seller;“Seller” means Roquette Canada Ltd. a corporation organized under the laws ofCanada, having a principle place of business at 40117 Road 65N, Box 187 Portage la
Prairie, MB R1N 3B5.
2. ENTIRE AGREEMENT
2.1. These General Conditions of Sale (the “Conditions”), together with other
Commercial Terms, if any, mutually agreed to by Customer and Seller in writing(“Commercial Terms”), contain the entire and exclusive agreement between the Parties
and , are referred to herein as the “Contract”. If there is a conflict between the Conditions
and the Commercial Terms, the Commercial Terms shall govern. All terms andconditions contained in any prior or subsequent oral or written communication, including,
without limitation, terms and conditions contained in Order, which are different from or in
addition to the Contract are hereby rejected and shall not be binding on Seller, andSeller hereby objects thereto. No addition to, or alteration or modification of, the Contract
shall be valid unless made in a writing signed by an authorized representative of eachParty specifically referring to the Contract. Customer shall be deemed to have fullknowledge of the Conditions herein. These Conditions shall apply to all Orders, whether
or not referred to, in the Order.
3. ORDER AND CONFIRMATION ORDER
3.1. Orders shall be placed in accordance with agreed lead-time (including the
production and transportation’s lead-times) and if not, Seller’s lead-time, communicatedto Customer on demand.
3.2. For Orders processed via electronic data interchange (EDI): the Orders shall beprocessed automatically by Seller. In case of incompatibility or rejection of the Order for
whatever reason, Seller will inform Customer.

6.10. In the event a defect in the Product is discovered for which Seller is responsible asprovided in these Conditions, Customer shall not sell, use or mix the Products following
such discovery. If Customer establishes that a defect exists, Customer’s sole remedy shallbe as set out in Section 7 or by law.
7.

WARRANTY

7.1. Seller warrants that (subject to the other provisions of these Conditions), upon delivery
the Products, in their initial packaging will comply in all material respects with Seller’s
standard specifications for the Products unless otherwise mutually agreed in writing andregardless any reference to Customer’s specifications in the Order. Any descriptions,
illustrations or information contained in Seller’s publications or advertising are issued or
published for the sole purpose of giving an approximate idea of the Products and/or
services described therein and will not form part of any Contract or be deemed toconstitute a representation as to the accuracy of such matters.
7.2. Seller warrants that any services associated with the Product performed by it, on its
behalf, as allocated in this Contract, have or will be performed with reasonable care andskill.
7.3. In case of bulk delivery, there is no warranty after the unloading of the Product by
Customer.
7.4. Seller shall not provide any warranty concerning the absence of any defect, whether
latent or not in the Products after the shelf life and/or expire date of the Products, or untilsix (6) months after the use of the Product, whichever is shorter.
7.5. If, after receipt of a written notice asserting noncompliance, Seller determines that
Product did not meet the warranty specified above, Customer may, at Seller’s expense andupon receiving prior written authorization from Seller, deliver such Product to a facility
designated by Seller, Seller shall at its option replace the Products or return to Customer acredit in the amount of the price paid for the Products. This replacement or refund does not
apply to Products misused or damaged because of accident or improper handling, shipping
damage, or alterations outside of Sellers's facilities. Seller's liability, and Customer’s
exclusive remedy, for Products, whether under warranty, contract, tort (including
negligence), or otherwise, is expressly limited to the foregoing, and shall not in any event
exceed the original invoiced price of the Products. As herein provided and upon the
expiration of the period specified above, all such liability shall terminate. Any such refundor replacement is conditional upon the original Products being returned to Seller ordestroyed by Customer, if required by Seller, and provided the destruction is proven by
Customer. Seller has the right to demand and test samples of any Products in relation towhich Customer makes a quality claim, as well as inspect the site Customer has stored
such Products.
7.6. Seller shall not be liable for a breach of any of the warranties in Section 7 above if:
7.6.1. Customer makes any further use of such Products after giving a notice of defect; or

5. QUANTITY, TIMING AND DATE OF DELIVERY
5.1. Except as expressly provided otherwise in the written Commercial Terms, thequantities indicated in the Commercial Terms are non-binding for both Parties.

7.6.2. the defect arose because Customer failed to follow Seller’s instructions, including,
without limitation, any instructions relating to the movement, storage, handling or use of the
Products or, if there are none, good trade practice.
7.7. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE, CONCERNING THE PRODUCTS, INCLUDING,WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR MERCHANTABILITY OR THE RESULTS TO BE DERIVED
FROM THE USE OF THE PRODUCTS. CUSTOMER ASSUMES ALL RISKS AND
LIABILITY FOR (I) RESULTS OBTAINED BY THE USE OF THE PRODUCTPURCHASED HEREUNDER, WHETHER USED AS DELIVERED OR IN COMBINATIONWITH OTHER PRODUCTS; (II) DETERMINING FITNESS FOR USE IN, OR IN
CONJUNCTION WITH, OTHER PRODUCTS; (III) THE TRUTHFULNESS AND
ACCURACY OF CUSTOMER’S MARKETING AND ADVERTISING OF ANY PRODUCTOF CUSTOMER INTO WHICH SELLER’S PRODUCT MAY BE INCORPORATED; (IV)OBTAINING GOVERNMENTAL HEALTH, SAFETY, ENVIRONMENTAL OR OTHERAPPROVALS FOR UTILIZATION; AND (V) FOR ANY LOSS OR DAMAGE RESULTINGFROM THE HANDLING, USE OR MISUSE BY CUSTOMER OF PRODUCTS
PURCHASED HEREUNDER.

5.2. In the Commercial Terms, a rolling forecast shall be provided, as well as any
seasonality effect that could potentially affect Customer’s business and then theregularity of its Orders over the Commercial Contract term. Such forecast shall be
updated on a monthly basis, thirty (30) days prior the beginning of the next month.

8. PRICE AND TERMS OF PAYMENT
8.1. The Products are invoiced according to either the applicable price in the Commercial
Terms or, if no Commercial Terms in accordance with the last Seller’s commercial offer
valid at the date of Order. Product price shall be in the currency contained in such terms.

5.3. If no rolling forecast is provided by Customer, the quantity agreed in the Commercial
Terms shall be ordered or call off in approximately equal quantities through Commercial
Contract term. Forecasts are not binding to the Parties. For clarity, Seller shall not beliable for any non-availability of Products, except otherwise expressly provided in theCommercial Terms. Reference to Seller’s capacity to produce the quantity indicated shallnot be considered as a commitment to deliver such quantity.

8.2. Notwithstanding anything to the contrary herein, in case of unforeseeable economic,
legal or other events, including, but not limited to, unforeseen issues affecting for example
the price or availability of raw materials and/or the Product, that have not been taken into
consideration in whole or in the extent of such change, and where these events upset theeconomic basis of the Contract, the Parties shall endeavor to continue the performance ofContract and/or the Order by negotiating in good faith alternative contractual terms tomaintain the good faith prevailing when this Contract was signed and so that it may be
carried out or continue to be carried out without any disproportionate prejudice to any oneof the Parties concerned. Seller may terminate the Contract or the Order, without any
indemnity, in the event such economical modifications or changes in the legislation were to
significantly affect Seller and if these difficulties could not be resolved by an increase in the
Products’ prices.

3.3. For Orders placed by any other means of communication than EDI, the Orders shall
only be considered definitive once a written and signed order confirmation has been sent
by Seller.
3.4. The sale exclusively concerns the Product described in the Contract and/or orderconfirmation. In the absence of mutually agreed, written Commercial Terms to thecontrary, any delivery of Products under an individual Order shall constitute a separate
Contract between the Parties.
4. CANCELLATION OF ORDERS
4.1. Customer may not cancel, alter, or suspend delivery of this order less than ten (10)days before shipment except with Seller's written consent. No cancellation is permitted
after the shipment of the Products.

5.4. In each case, delivery times are indicated as precisely as possible but depend on
Seller’s procurement, production and storage possibilities and same if delivery times
have been confirmed in writing by Seller, Seller cannot be held liable for any delay.
6. DELIVERY, TRANSPORTATION AND INSPECTION
6.1. Except as otherwise provided in the Commercial Terms, Products shall be delivered
CIP/CIF/CPT port/named destination (INCOTERM ICC 2010).
6.2. Title of Product will pass to Customer upon delivery.
6.3. Risk of loss will pass to Customer in accordance with the applicable INCOTERM,
irrespective of whether title to the Products remains vested in Seller.
6.4. The Product shall be packed for shipment in accordance with Seller’s packaging
data sheet or any other specification signed by Seller in a manner sufficient to ensure
the integrity of the Product. No warranty is given as to compliance with local regulation
regarding packaging, except if the specific requirements of the local regulation havebeen detailed and required by Customer and expressly accepted by Seller.
6.5. When Customer is responsible for the transport in accordance with the INCOTERM
applicable:
6.5.1. Customer shall ensure that its carriers are fully compliant with all laws andregulations applicable to them and requirements applicable to food safety or equivalent’s
standards.
6.5.2. Customer shall pay all taxes, duty, excise or other tax or charge applicable to thesale, shipment, transportation or use of goods,
which is in addition to the price quoted by Seller or contained on the invoice. Any duty,
excise, or other tax or charge, foreign, federal,state or municipal, imposed or increased after the date of this invoice shall be added tothe amount already invoiced by Seller to Buyer. All taxes, duty, excise or other tax orcharge applicable to the sale, shipment, transportation or use of goods shall beseparately identified on Seller’s invoice.
6.6. Customer shall unload transport equipment utilized for delivery promptly. Any claim
for missing Product and/or transport damage must be lodged in the CMR, or clearly
written on the Bill of Lading upon delivery or any other transport document signed by
Customer on reception of the Product. Picture of transport damage must be immediately
sent to the Seller within two (2) business days of identification of the claim. Except as
required by the applicable INCOTERM, in no event shall Seller have any liability for its
selection of any commercially responsible carrier, any damage or loss occurring
subsequent to delivery, to a carrier, or any actions of any carrier.
6.7. Customer must carefully examine all Products upon delivery and before use. Any
visible defects, other than missing Products and/or transportation damages, or any
defects discovered as a result of such inspection must be notified within five (5) days ofthe discovery and in any case before use of the Product. The absence of such
notification constitutes Customer’s irrevocable acceptance of the Products and Seller
shall have no liability for visible defects or defects reasonably discoverable upon careful
examination. Such notification must include a picture of the visible defect.

8.3. Except as otherwise provided in the Commercial Terms, the payment term shall be 30days NET from the issuance of the invoice by Seller.
8.4. Any outstanding amount not paid by the due date will be subject to a fixed charge forrecovery fees to the extent recoverable under the applicable law, as well as, from the day
following the settlement date displayed on the invoice, to an interest charge amounting to
0.05%, per day late. Furthermore, in addition to any remedy Seller may have, Seller may
suspend the performance of the Contract and/or Order until full payment, without any
indemnity to Customer.
8.5. If at any time before delivery, Customer’s financial responsibility or position becomes
impaired or unsatisfactory in Seller's opinion, or Customer fails to pay for any Products
previously delivered in accordance with the terms of sale, Seller may cancel any
undelivered portion of the Order/Contract, or require cash payment or satisfactory security
or amend or suspend credit terms before further manufacture, shipment or delivery is
made.
9. FORCE MAJEURE
9.1. With the exception of Customer’s payment obligations, which remain unchanged
under this Section each Party shall not be responsible for fulfilling its obligations under theContract and/or Order due to events of force majeure, including, but not limited to, fire,
flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic,
quarantine restriction, delay in transportation, labor shortage or strikes, materials or
manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of
government or governmental authority and other contingencies beyond such Party’s
control. The Party asserting force majeure must give the other Party written notice of thesame within a reasonable time of knowledge of such event.
10. CONFIDENTIALITY
10.1. Unless otherwise agreed in writing between the Parties in any specific non-disclosureagreement, each Party shall not use or disclose any of the other Party's Confidential
Information other than for the sole purpose of the performance of the Contract and/or theOrder, nor issue any press release or public announcement regarding the existence,subject matter or terms of the Contract and/or the Order, unless required by law or
pursuant to an order of a competent authority provided a prior written notification to theother party and the Confidential Information remains subject to the obligations ofconfidentiality and restrictions on use contained herein except with respect to this specificdisclosure.

11. INTELLECTUAL PROPERTY
11.1. No licenses, express or implied, under any patents, trademarks, copyrights or otherintellectual property rights are granted by Seller to Customer or by Customer to Seller
hereunder. Seller has not licensed or provided and does not hereby license or provide
Customer the right to use any logo, trademark, or other intellectual property of Seller or
any other third party.
11.2. For avoidance of doubt, all intellectual property rights in and in relation to the
Products shall be and remain the sole and exclusive property of Seller (or its licensors).
Customer shall not acquire any intellectual property rights in the Products by virtue of theContract or any Order entered into hereunder.
12. INDEMNITY AND LIMITATION OF LIABILITY
12.1. Each Party shall indemnify the other Party from and against any claims, demands,
proceedings and causes of action resulting from such party’s non-compliance with any
applicable laws, negligence and misconduct in the performance of or in compliance withany of its obligations under the Contract and/or the Order. This Section 12 shall survive theexpiration or termination of the Contract and/or the Order.
12.2. UNDER NO CIRCUMSTANCES WILL SELLER, ITS LICENSORS, AFFILIATES, OR
THEIR RESPECTIVE EMPLOYEES,OFFICERS OR DIRECTORS BE LIABLE FOR ANY
DIRECT LOSSES BEYOND THE LIMIT HEREUNDER, LOST PROFITS, LOSS OF
BUSINESS OR COSTS INCURRED OR PAYMENTS ALLOWANCES PROVIDED TO
THIRD PARTIES, OR ANY INDIRECT LOSSES, INCLUDING BUT NOT LIMITED TOCONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHERFORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CUSTOMER OR ITSCUSTOMERS, ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIEDWARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE,STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE
LIABILITY WHICH SELLER, ITS LICENSORS AND RELATED PERSONS MAY INCUR IN
ANY ACTION OR PROCEEDING RELATED TO OR IN CONNECTION WITH THISCONTRACT AND/OR ORDER EXCEED THE LESSER OF (i) THE TOTAL VALUE OF
THE CONTRACT AND/OR ORDER; AND (ii) ONE MILLION CANADIAN DOLLARS (CAD
$1,000,000) PER EVENT AND PER CALENDAR YEAR.
13. TERMINATION
13.1. Each Party may terminate the Contract and/or any Order at any time upon theoccurrence of any of the following events: (i) the other Party’s ceasing to function as agoing concern, declaring bankruptcy, having a receiver for it appointed, transferring its
assets for the benefit of its creditors, or otherwise taking advantage of any insolvency law;(ii) other Party’s failure to cure any other breach of the Contract and/or any Order withinsixty (60) days of receiving written notice requiring it to do so.
14. APPLICABLE LAW AND DISPUTES
14.1. The Contract and/or any Order, including, without limitation, the performance andenforceability hereof, is governed by and shall be construed by in accordance with laws of
the Province of Manitoba and the federal laws of Canada applicable therein. The
provisions of the United Nations Convention on Contracts for the International Sale ofGoods (1980) are expressly excluded.
14.2. Each of the Parties hereto irrevocably attorns and consents to the exclusive
jurisdiction and venue of the courts in the Province of Manitoba in any legal suit, action orproceeding arising out of or relating to this Agreement. Any dispute or difficulty arising outof the Contract and/or any Order‘s execution which could not be settled amicably by theParties, shall be submitted to the courts of the Province of Manitoba for the purpose ofresolving such a dispute.
15. ETHIC AND COMPLIANCE
15.1. Each Party represents on behalf of itself and its partners, employees, agents,
representatives, officers, directors, and managers, that no payment or transfer will beallowed in the purpose or effect of corruption, public or commercial bribery, or any conductthat may be seen or construed as breaching any applicable Anti-bribery and Corruption(ABC) regulations such as French Loi Sapin II, UK Bribery Act, USA Foreign Corrupt
Practices Act, and other similar regulations, nor will accept or allow any kind of extortion,bribery, money laundering, unfair competition or commercial practice or any tort act or
improper to carry out business or obtaining any other benefit.
15.2. Each Party warrants the implementation and compliance with its standards stated in
its respective Code of Conduct, as provided to the other Party.
15.3. Each Party represents on behalf of itself and its partners, employees, agents,
employees, officers, directors, and managers, that none of its activities related to thisContract constitute a breach of any applicable ABC regulations as of the effective date ofthis Contract; and that it has not been formally notified that it is under investigation forbeaching any applicable ABC regulations.
15.4. The Parties shall work with reliable partners not included in any governmentpublished restrictions or prohibition lists.
15.5. Each Party shall be allowed to audit at any time the other party using independent
third-party assurance.
15.6. In the case, a Party is not complying with such laws or if one of the Parties is or issuspected to be in breach of this Section, the other Party will be entitled at its own
discretion to:(i) request the other Party to implement appropriate policies and processes within areasonable timeframe; or(ii) suspend and/or terminate the Contract without further obligation under the Contract.
16. GENERAL
16.1. The relationship of the Parties is that of independent contractors dealing at arm's
length. Except as otherwise expressly stated in the Contract, nothing in the Contract and/or
any Order shall constitute the Parties as partners, joint-venturers or co owners, constitute
either Party as the agent, employee or representative of the other, or empower either Party
to act for, bind or otherwise create or assume any obligation on behalf of the other Party.
16.2. The Contract and/or any Order shall be binding upon and inure to the benefit of theParties hereto and their respective affiliates and successors. Customer may not assign ortransfer the Contract and/or any Order or any of its rights or obligations hereunder without
the prior written consent of Seller, which may be withheld in its sole discretion.
16.3. The failure of either Party to enforce any term of or right arising pursuant to theContract and/or Order does not constitute a waiver of such term or right and shall in no
way affect that Party's right later to enforce or exercise the term or right.
16. 4. The invalidity or unenforceability of any term of or right arising pursuant to theContract and/or any Order shall not adversely affect the validity or enforceability of theremaining terms and rights.
16.5. Provisions of the Contract and/or any Order which either are expressly intended tosurvive expiry or termination of the Contract, or by their nature or context it is contemplated
that they are to survive such expiry or termination, shall remain in full force and effectnotwithstanding such expiry or termination.
16.6. The Contract is entered into solely for the benefit of the Parties hereto, and noprovision of the Contract shall be deemed to confer upon third parties any remedy, claim,
liability, cause of action or other right or obligation in excess of those existing without
reference to the Contract.
16.7. No party other than the Parties, its successors and permitted assignees, shall have
any right to enforce any of the terms of the Contract.

10.2. Each Party will ensure that its respective employees, agents and contractors towhom Confidential Information is disclosed are made aware of its confidentiality obligations
and agree to be bound by them.
10.3. Obligations under this Section 10 shall survive until the Confidential Information
comes part of the public domain.

6.8. In the event Customer discovers a latent defect within six (6) months from the use of
the Product, but in no event past the shelf life and/or expire date of such Product,
Customer shall give written notice to Seller within five (5) days of the discovery.

ROQUETTE CANADA LTD – 40117 Road 65N, Box 187 Portage la Prairie, MB R1N 3B5 - Phone: 1+ (431) 304-0200