GENERAL PURCHASE, SALES AND DELIVERY TERMS

1. GENERAL TERMS

1.1 The present general purchase, sales and delivery terms (the “General Purchase, Sales and Delivery Terms”), will be applicable to any purchase order (the “Purchase Order”) placed or intervened by AGF Advisers S.L. or PJAG Markets S.L. acting under their role of broker of the transaction (the “Broker”), unless otherwise expressly agreed in writing by authorized representatives of the relevant parties (being the Buyer, the Seller and the Broker, jointly known as the “Parties”) to the Purchase Order.

1.2 In any Purchase Order where AGF Advisers S.L. or PJAG Markets S.L. are acting under the role of the Buyer or the Seller these General Purchase, Sales and Delivery Terms will also be applicable, with the exception of the provisions hereunder which make reference to the Broker.

1.3 Buyer’s standard terms, by any name whatsoever, shall explicitly not apply to Seller’s delivery of goods to Buyer.

1.4 No Purchase Order shall be binding upon the Parties until it is expressly accepted or confirmed by the Seller and by the Buyer in writing upon the issuance of the Purchase Order. Any objections from the Parties to the Purchase Order should be notified immediately to the Broker upon receiving the Purchase Order.

If within 24 hours from the moment of issuance of the Purchase Order the Seller and/or the Buyer have not expressly accepted or confirmed the Purchase Order and/or have not raised any objections, the Purchase Order should be considered binding upon the Parties.

1.5 In any Purchase Order where a prepayment system is established as the form of payment, the present General Purchase, Sales and Delivery Terms will be considered accepted by the Buyer at the moment when the Seller receives the prepayment amount.

1.6 For the purpose of notifications, an e-mail to the Broker confirming or accepting the Purchase Order, or raising any objections in relation to the Purchase Order shall be considered as sufficient.

1.7 Any typographical or other error or omission in any Purchase Order, price list, invoice, or other document or information issued by the Broker shall be subject to correction without any liability on the part of the Broker.

1.8 If any conditions contained in these terms conflicts or are inconsistent with any condition stated in the Purchase Order, the latter will take precedence. The present General Purchase, Sales and Delivery Terms may be modified by Purchase Order Particular Terms and Conditions, being applicable to all terms and conditions other than those expressly modified by the aforementioned Purchase Order Particular Terms and Conditions.

1.9 The Purchase Order is placed under the condition that no circumstance has arisen in the country of origin before departure, hereunder that the economic situation in the country of origin will remain stable until the time of departure of the goods.

2. PRICE AND TERMS OF PAYMENT

2.1 The price of the goods and the currency shall be as stated in the Purchase Order, in accordance with any Incoterms stipulated in the Purchase Order. No changes of the price may be made without the prior consent of the Parties in writing.

2.2 All prices stated are exclusive of VAT and of any existing or future public duties and other costs beyond the Broker ‘s control.

2.3 The terms of payment shall be as stipulated in the Sales Purchase Order.

2.4 The Buyer should check the invoice and inform the Broker within two days of receipt of any disputed prices. In the event that the Buyer fails to do so, such invoice shall be deemed to be accepted and these terms of payment shall continue to apply.

2.5 The Broker reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods in the event of documented changes in taxes, tariff rates, import/export duties, freight charges, documentation fees, etc.

3. DELIVERY

3.1 The delivery of the goods shall be made by the Seller and/or the Broker in accordance with the Purchase Order and Incoterms stipulated in it.

3.2 Unless otherwise agreed in the Purchase Order, any dates quoted for delivery are approximate only and the Seller and/or the Broker shall not be liable for any delays in delivery of the goods howsoever caused, including, but not limited, by documentary of physical checks imposed by any authority.

3.3 The goods may be delivered in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

3.4 The Buyer shall provide the Seller and/or the Broker with adequate delivery instructions, and the Seller and/or the Broker will not be liable for any delay or damages due to the Buyer’s failure to provide such instructions. An instructional letter for completing the documents will be required 5 days prior to loading, it will form part of the contract.

3.5 The Seller reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered. The Buyer shall pay to the Seller and/or the Broker for the quantity so delivered.

3.6 In the event that the Buyer requests postponement of delivery or refuses to accept delivery, the Seller and/or the Broker reserve the right to cancel the order or to make a storage charge of not more than 10% of the invoice value of the goods and, if the Buyer refuses to accept delivery within a reasonable period of the Seller and/or the Broker ’s original attempt to complete the delivery, the Seller shall be entitled to dispose of the goods and to charge to the Buyer all costs and expenses incurred by the Seller in respect of such disposal.

3.7 Any Purchase Order cancellation made by either the Buyer or the Seller will give rise to the entitlement of the Broker to receive the commission of 0.03 €/Kg, which should be paid by the party (the Buyer or the Seller) provoking the cancellation, insofar as the cancellation has not been caused by any force majeure situation/is not due to any force majeure situation.

4. RETENTION OF TITLE

4.1. Risk of loss or damage to the goods shall pass to the Buyer at the time of delivery in accordance with the incoterms specified in the Purchase Order.

4.2. Transfer of ownership shall not take place until the Seller has received in full all sums due from Buyer.

5. BUYER’S OBLIGATION TO INSPECT THE GOODS AND TO NOTIFY SELLER ABOUT NON‐ CONFORMITY

5.1. The Buyer must inspect the goods immediately upon receipt.

5.2. Notifications of defects concerning visible damage incurred in transit shall immediately be registered by the Buyer on the CMR, bill of carriage or other consignment note and presented in writing to the carrier and to the Seller and/or the Broker. The Seller and/or the Broker’s acknowledgement of any notification of defect as described above is subject to the certification of such defect by the carrier or the carrier’s insurance company.

5.3. Any claims concerning the quantity of the goods must be given in writing not later than two days from reception of the goods.

5.4. Any claims concerning a variation in the weight of less than 0.5% of the total of the load will not be accepted.

5.5. With reference to the goods delivered as samples, even if they are charged, no returns or claims will be accepted.

5.6. In the event of a claim, all the goods shall entirely remain at the Seller´s disposal for the purpose of carrying out any form of verifications which the Seller may consider appropriate.

6. FORCE MAJEURE

In the event that Seller and/or the Broker’s obligation to perform delivery of goods becomes unreasonably onerous due to a force majeure event (such as, but not limited to, wars, strikes, fires, explosions, earthquakes, drought, floods, health pandemics, or similar) such obligation(s) shall be suspended for as long as the force majeure event persists, and Seller and/or the Broker shall have the right to cancel any affected order if the force majeure event persists.

7. LIABILITY

7.1. The Buyer shall be responsible to The Broker for ensuring the accuracy of the terms of any Purchase Order submitted by the Buyer, and for giving the Broker any necessary information, instructions and responses relating to the goods reasonably within a sufficient time to enable the Seller and/or the Broker perform the contract in accordance with its terms including, where appropriate, after delivery.

7.2. The Buyer shall be responsible for complying with its obligations as Buyer pursuant to any Incoterm specified in the Sales Order and with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any costs and expenses at destination port (as a result, but not limited, from the abandonment of the goods) or any duties thereon. The Buyer shall indemnify and keep the Seller indemnified against all liability, losses and costs it incurs as a result of the Buyer’s breach of this obligation.

7.3. The Buyer agrees to co‐operate with any product recall operation initiated by the Seller including providing all information and assistance that the Seller and/or the Broker may reasonably require and the buyer agrees promptly to recall any of the goods from the market when reasonably requested to do so by the Seller. The Buyer shall not itself instigate any product recall without first consulting with the Seller and/or the Broker except in the case of emergency. The Buyer shall inform the Seller and/or the Broker of all serious complaints and any other circumstances of which the Buyer is aware that may give rise to a product recall requirement.

7.4. The Seller and/or the Broker shall not be responsible for or held liable for any indirect, consequential, special or incidental losses or damages or for any loss of profits, loss of contracts or loss of goodwill in each case whether arising through negligence, misrepresentation, breach of any statutory duty, or breach of contract or otherwise in relation to the supply of goods under these sale and delivery terms.

7.5. Where the goods are produced by the Seller in accordance with the Buyer’s specifications, the buyer shall indemnify the Seller and/or the Broker against all costs, claims, damages and/or expenses to which the seller may become liable as a result of the infringement or the alleged infringement of any patent, registered design or any other intellectual property right.

8. JURISDICTION AND APPLICABLE LAW

Any dispute arising out of the Parties’ agreement, including the present Purchase, Sales and Delivery terms and questions of product liability shall be settled in accordance with the Laws of the country of origin of the goods.