Business Protocol 2020: CPF & IMEXAGRO INC.

The purpose of this document is to outline the conditions under which CPF will supply Fresh Fruit
during the 2020 season.
The majority of points have formed the basis of our commercial relationship in past seasons or are
standard industry practice.
1. Programmes
IMEXAGRO INC. will issue a written programme detailing required weekly required arrival quantities
per variety and % split on sizes.

2. Specifications

2.1 Product

Prior to the start of each season IMEXAGRO INC. will provide CPF with a written product
specification. Any amendments should also be supplied in writing. If no new specification is issued
CPF will assume the previously received one will still apply.

2.2 Packaging

IMEXAGRO INC. will confirm all packaging requirements and specifications in written at least 60
days before season starts. This will allow just sufficient time for the procurement of requisite
materials, some of which may have to be imported.

3. Sales and payment terms

For the 2020 Season both companies agree the following:

Terms of sale: Consignment

Terms of delivery: For marine containers: FOB port of origin or CIF port of destination
For air cargo: FCA airport of origin or CIP airport of destination

- Type of transportation And incoterm to be confirmed by e-mail prior to loading.

- Currencies will be agreed by e-mail between IMEXAGRO INC. And CPF prior to loading.
- The advances to paid against e-mailed shipping documents by IMEXAGRO INC. to CPF will be
agreed by e-mail between IMEXAGRO INC. And CPF prior to loading.
- IMEXAGRO INC. will issue an account sale determining the value of the product (in respect of the
agreed incoterm) indicating the container number(s) Or the vessel on which the product being
accounted arrived. This sales account has to be sent within 30 days after cargo arrival at
destination. Along with the sales account IMEXAGRO INC. will send CPF the final payment.
- In case IMEXAGRO INC. And CPF agree a Minimum Guaranteed (MG) price per fruit variety (per
box Or per kilo), that MG price will be the minimum price to be paid by IMEXAGRO INC. to CPF
(per box Or per kilo) for each individual container under the agreement. The previous will also be
agreed by e-mail between IMEXAGRO INC. And CPF prior to loading.

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- Any subsequent variation of the above agreements will also by confirmed by e-mail between
CLIENTE And CPF.

CPF bank details

Account: 194-1139038-1-43
IN FAVOUR OF : BANCO DE CREDITO DEL PERU SA
SWIFT: BCPL PE PL
ADDRESS: Av. Centenario 156, Lima 12, Lima – Perú
Avocados PHONE: (51-1) 313-2000
BENEFICIARY : Consorcio de Productores de Fruta SA
ADDRESS : Av. Nicolás Arriola 314, Oficina 703, La Victoria , Lima -Perú
PHONE: (511) 475-9999 – 475-9998
FAX: (511) 475-9993

Account: 191-1164477-1-02
IN FAVOUR OF : BANCO DE CREDITO DEL PERU SA
SWIFT: BCPL PE PL
Citrus / Table
ADDRESS: Av. Centenario 156, Lima 12, Lima – Perú
Grapes /
PHONE: (51-1) 313-2000
Blueberries /
BENEFICIARY : Consorcio de Productores de Fruta SA
Pomegranates
ADDRESS : Av. Nicolás Arriola 314, Oficina 703, La Victoria , Lima -Perú
PHONE: (511) 475-9999 – 475-9998
FAX: (511) 475-9993

4. Quality Assessment Intake Reports

An inspection report shall be submitted in writing by IMEXAGRO INC within 48 hours of discharge
ok a container.
Downloaded data from the 2 temperature recorders in each container is to be sent with each intake
report.

In the event of visible problems, photographs adequately demonstrating the nature of the problem
should also be sent with the intake report. The photos and report should be cross referenced with
the CPF pallet number and carton trace code.

The above information should be sent simultaneously to: CPF-QCEU@cpf.com.pe

5. Temperature Recorders

CPF may use the following types of temperature recorders:

Temptale 4 “single use” & Temptale 4 H “single use”

IMEXAGRO INC. shall have the necessary software required to download the data from these
instruments

There will be two temperature recorders in each container located in cartons in pallets N° 1 (at the
top of the pallet) and N° 20 (or N° 21, depending on whether we load 20 or 21 pallets per container
at the middle part of the container) as the following diagram shows.

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 Family Variety Temperature °C
Pomegranate Wonderful 6
Citrus Fortuna 6
Citrus Star Ruby 6
Citrus Satsuma 5
Citrus Nova 5
Citrus Minneola 5
Citrus Primosole 5
Citrus Moria 5
Citrus Mandalate 5
Citrus WMurcott 4.5
Citrus Tango 4.5
Avocados Hass 4.5 - 6

The cartons containing the recorders will have a ‘Thermograph’ sticker on the visible sides of the
carton. The pallet will also be ringed with a ‘hazard’ tape.

IMEXAGRO INC. shall recover both temperature records from each container and the data shall be
downloaded and submitted to CPF with the intake report.

The recorded carriage temperature and arrival core temperatures should always be compared with
the requested carriage temperatures as stated on the Bill of Lading. These will be as follows:

6. Transit Related Problems on Arrival & Insurance

In the event of a distressed arrival where it is possible that any damage or deterioration might be
the result of carriage or temperature abuse then IMEXAGRO INC. shall:
1) CPF-QCEU@cpf.com.pe is notified within 24 hours after opening the container.
2) Effort is made to alert your regular CPF contact to any problem
3) Insurance instructions are followed (copy attached)

7. Time at Port

Containers should be removed from the port of arrival and delivered to their final delivery
destination at the earliest opportunity.

If, after arrival, any container is held at the port then it is the responsibility of the importer to ensure
that it is plugged in and correctly maintained.

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Under the terms of CPF’s insurance, a container may be held at the port of arrival for a maximum of
5 days from the time of discharge from the vessel. Any longer and the entire responsibility for the
container and its cargo lies with the importer.

However, risks shall shift from CPF to IMEXAGRO INC. according to Incoterm used

8. Non transit related arrival problems

Any non transit related problem in relation to product quality or condition, non-compliance with
specification or packaging which is evident on arrival must be reported within 48 hours of
discharge/opening of the container. Full information should be included on the intake report as
detailed above.

9. Claims

Note that no claim or adjustment to the agreed price will be accepted unless arrival intake and
reporting procedures are both followed precisely as detailed above both in respect of the required
information and also stated timescales.

CPF´s produce supplied pursuant to this agreement shall have the proper condition and quality to
remain ‘good to use’ and within agreed specification for a period of 10 days after discharge and/or
opening of the container provided the cargo is stored in correct conditions, after that period of time,
the importer assumes the entire risk.

10. Temperature Regimes

All products exported by CPF should be stored at the same carriage temperature as stated on the
Bill of Lading.

Failure to do so will void any claim against CPF for product deterioration.

[Packing: it is recommended by CPF that all ‘easy peel’ varieties are raised to a temperature of
+10c just prior to pre-packing. Trials have demonstrated that the fruit is more resilient to the rigors
of packing at this temperature. The product should be cooled back to the storage temperature
within 24 hours of packing.]

11. Force Majeure

The rights and obligations of the Parties hereunder shall be suspended during any period that an
event of Force Majeure has occurred and is continuing. We shall consider an event of Force
Majeure, events such as, but not limited to, acts of God, fires, floods, earthquakes, tsunamis,
explosions, riots, wars, hurricane, sabotage terrorism, vandalism, accident, restraint of government,
governmental acts, injunctions, labor strikes, or other acts, events or occurrences not attributable to
Parties’ failure, that prevents any of the Parties to perform its obligations under this contract, despite
such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events
or occurrences.

12. Arbitration

Any dispute, controversy or claim arising out of or relating to this agreement, or the breach,
termination or invalidity thereof, shall be submitted to and finally settled by arbitration administered
by the International Arbitration Chamber for Fruits and Vegetables (CAIFL) in accordance with its
published rules and procedures in effect at the time of its initiation, by one arbitrator appointed in
accordance with the said Rules of Arbitration and any such decision shall be executed pursuant to
the New York Convention 1958. No remedy of appeal shall be admitted against the arbitrator’s
award.

 The place of arbitration shall be in Paris, France.

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  There shall only be one arbitrator.
 The language to be used in the arbitral proceedings shall be English.

13. Governing Law

This Agreement shall be governed by and construed in descending order according with the
COFREUROP rules, Vienna Convention of 1980 of International Sale of Goods by UNCITRAL, the
Unidroit Principles and the Lex Mercatoria in effect on the date of this contract.

It´s important to mention that CPF is currently certified with BASC (Business Alliance for Secure
Commerce) and it´s also an Authorized Economic Operator (AEO) according to the World Customs
Organization (´Operador Económico Autorizado (OEA) in Spanish, also recognized by Sunat in
Perú).

https://www.wbasco.org
http://www.sunat.gob.pe/orientacionaduanera/oea/
We will appreciate that you let us know if your company participates in any international program
related to seccure commerce.

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CPF CONTACTS

Commercial Manager
Rodolfo Lozano rlozano@cpf.com.pe 00 511 475 9999 Ext. 115

Commercial Department
Daniela Suárez dsuarez@cpf.com.pe 00 511 475 9999 Ext. 120
Piet-Hein Briët pbriet@cpf.com.pe 00 511 475 9999 Ext. 127
Diego Vásquez dvasquez@cpf.com.pe 00 511 475 9999 Ext. 128

Shipping information & logistics

Noelia Carranza ncarranza@cpf.com.pe 00 511 475 9999 Ext. 106
Luighi Espinoza lespinoza@cpf.com.pe 00 511 475 9999 Ext. 104

Accounting
Rebeca Reyes rreyes@cpf.com.pe 00 511 475 9999 Ext. 114
Sonia Nongrados snongrados@cpf.com.pe 00 511 475 9999 Ext. 124

Technical Manager
Claudio Barragán cbarragan@cpf.com.pe 00 511 475 9999 Ext. 109

Technical Department
Alfredo Caycho acaycho@cpf.com.pe 00 511 475 9999 Ext. 113
Nidia Aiquipa naiquipa@cpf.com.pe 00 511 475 9999 Ext. 113
Luis Cumapa cumapa@cpf.com.pe 00 511 475 9999 Ext. 113

UK & Europe
Mark Bradnum (UK based) markbradnum@exterra.co.uk 00 44 1737 352266

Insurers
Niels C. Otte nco@save-hh.de 00 49 40329 086915
Mob: +49 17080 76162

Beatriz Alegre Fischer baf@save-hh.de 00 49 40329 086924

León López Diez-Canseco lld@save-hh.de 00 511 642 9083 Ext. 755

Mob: +51 946 187 993

HDG International International@hdg.nl 00 31 1024 41414

Fax: +31 1024 41415

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 Exhibit A

Insurance instructions

CPF has “door-to-door” insurance arranged through SAVE.

This provides cover for any fruit lost or damaged in transit, quarantined on arrival or otherwise
unmarketable as a direct result of abuse in transit. IMEXAGRO INC. will follow stated procedures to
initiate the claim as required by insurers and subsequently assist CPF in pursuing all claims until
settled. Prior to the commencement of shipping, CPF will provide the name of the insurance agent,
underwriter, policy number; open cover number, surveyor and insurance notify parties.

ERDINC GULER
GENERAL MANAGER
DIRECTEUR GÉNÉRAL
IMEX AGRO INC.
128 BOUL. ST-RAYMOND, GATINEAU, QC J8Y 1T2 CANADA