General Terms and Conditions of Sale

Subject to the terms of this Agreement, the Buyer agrees to purchase, and the Seller agrees to sell, the Products under the conditions specified for each order. The price applicable to each Product shall be specified in a separate invoice. The Seller shall issue an invoice for each order, and the Buyer shall pay such invoice in accordance with the billing and credit policies in effect at the time.

In the event of insufficient harvest or shortage (for example, if the quantity of seeds obtained is lower than estimated), the Seller reserves the right to fulfill the order on a pro rata basis, without incurring liability. In the event of total crop failure, the Seller's sole obligation shall be the pro rata refund of the purchase price, with no further compensation.

In addition to the representations and warranties set forth elsewhere in this Agreement, each Party represents and warrants that:

• The information provided prior to execution of this Agreement is true and complete in all material respects;
• It is a duly organized, validly existing entity in good standing under the laws of its jurisdiction of incorporation;
• It has full authority to enter into this Agreement and to carry out the transactions contemplated herein, in accordance with its articles of incorporation or other applicable legal documents.

The Buyer agrees not to conduct research on the Products and/or the Technology, nor to sell, transfer, exchange, lease, donate, or otherwise make them available to any third party, including in the form of cuttings, plant tissue, or pollen, for any purpose whatsoever, including but not limited to: seed reproduction, creation of new hybrid lines, crossing or self-pollination, genetic or molecular analysis (PCR, hybridization, sequencing, DNA fingerprinting, etc.), or use within any doubled haploid process.

The Buyer may use the Products and/or the Technology solely for internal agronomic comparison and yield testing purposes. The Buyer shall strictly comply with all applicable laws and regulations (including importation, transportation, use, and disposal). Any export or use in unauthorized territories is prohibited. Any transfer of material containing biotechnological traits to an unauthorized country constitutes a violation of national and international law.

Any information provided by the Seller to the Buyer shall be deemed confidential and shall not be disclosed to third parties or used for any purpose other than performance of this Agreement, without the Seller's prior written consent.

This includes, without limitation, pricing, payment terms, the Seller's customers, varietal characteristics, the Technology, and all technical documentation.

Confidential information shall not include information that:

• Is publicly available other than through a breach of this Agreement;
• Was lawfully obtained by the Buyer prior to disclosure by the Seller;
• Is received from a third party not bound by a confidentiality obligation.

The Buyer shall not publish or disclose the existence of this Agreement or any related order without the Seller's prior written consent.

Nothing in this Agreement shall be construed as a transfer of intellectual property rights, license, or authorization to the Buyer. All intellectual property, including any hybrid lines derived from the Products or the Technology, shall remain the exclusive property of the Seller.

The Buyer is expressly prohibited from applying for, or permitting any third party to apply for, patent protection or any other intellectual property rights on any derived genotype or hybrid, without the Seller's prior written consent. In the event of shared responsibility for a line, the Buyer shall notify the Seller in writing of its intention to file a protection application at least sixty (60) days in advance.

Unless otherwise agreed, delivery of the Products shall be FOB (Free On Board) – Origin, at the Seller's premises. Title and risk shall transfer upon delivery to the carrier.

In the event of delay, the Seller shall notify the Buyer of a revised delivery date. If such delay exceeds fifteen (15) days, the Buyer may cancel the order, with the sole compensation being reimbursement of any advance payment made.

The Seller does not warrant the absence of latent defects (e.g., seed- or soil-borne diseases). Agronomic results may vary depending on growing conditions, and no guarantee is made regarding germination, feminization, or CBD/THC levels during or after cultivation.

The Buyer assumes full responsibility for legal compliance of cultivation, including compliance with maximum legal THC thresholds applicable in its jurisdiction. Any recommendations provided by the Seller are given without warranty.

In the event of damage, the sole remedy shall be limited to a refund of the price paid for the affected Product or, at the Seller's discretion, replacement thereof.

Neither Party shall be liable for indirect, special, consequential, punitive damages, loss of profit, loss of business, or reputational harm, even if the primary remedy fails.

Assignment. No rights or obligations under this Agreement may be assigned without the prior written consent of the other Party.

Waiver. Failure by a Party to exercise any right shall not constitute a waiver of such right.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.

Amendments. Any amendment must be made in writing and signed by both Parties.

Governing Law – Arbitration. This Agreement shall be governed by Swiss law. Any dispute shall be submitted to mandatory arbitration before the Administrative Court of the Cantonal Court of Lausanne (State of Vaud). Arbitration is a condition precedent to any legal action relating to the sale of seeds.

Attorneys' Fees. Upon resolution of a dispute, the Seller shall be entitled to full reimbursement of its costs, including attorneys' fees, expert fees, and travel expenses, if deemed the prevailing party.

Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Survival. Provisions intended to survive termination (including confidentiality obligations) shall remain applicable after termination of this Agreement.