These conditions will apply to any order made by the Company to the Supplier for the provision of Goods to the Company and/or to its Customers. Please read these conditions carefully and make sure that you understand them, before accepting any Order for Goods.

Please note that by accepting an Order, you agree to be bound by these Conditions and the other documents expressly referred to in them.

STANDARD TERMS AND CONDITIONS FOR SUPPLIERS

1 INTERPRETATION

A. In these Conditions the following words shall have the following meanings:

Charges”: the price payable by the Company to the Supplier in respect of the Goods, being the price agreed when the Order is received and accepted by the Supplier.

Company”: Foodcircle Foodcircle GmbH, Almstadtstrasse 9-11, 10119, Berlin, Germany.

Conditions”: the terms and conditions provided by this document.

Contract”: the contract for the supply by the Supplier of Goods to the Company (and/or to its Customers) consisting in these Conditions and any other terms specified in each Order, specifically agreed in writing (by e-mail or any other online method though Foodcircle Online System) between the Supplier and a duly authorised representative of the Company. For reasons of clarity is been understood that any Order accepted by the Supplier will constitute a single Contract.

Customers”: the customer of the Company final recipient of the Goods.

Delivery”: delivery of the Goods to the address and time notified by the Company under an Order.

Goods”: any goods to be supplied by the Supplier to the Company and/or to its Customers.

Licence Terms”: the Company’s licence terms relating to the use and support of Foodcircle Online System, as amended by the Company from time to time.

Foodcircle Online System”: the Company’s interned based order management systems.

Force Majeure” means any event or circumstance preventing a party from performing any or all of its obligations which is beyond the reasonable control of the party so prevented except for any event or circumstance which the affected party could reasonably have avoided or provided against, or strike lockout or other industrial action taken by the employees of the affected party or the employees or agents or sub-contractors of the affected party or any shortage of labour relating to the affected party or its agents or sub-contractors, or the inability of the affected party or its agents or sub-contractors to obtain supplies or the default of the affected party’s agents or sub-contractors.

Order”: any order of Goods placed to the Supplier directly by the Company and/or through Foodcircle Online System.

Privacy Policy”: means the terms on which the Company will hold and process any personal data collected from the Supplier and the Customers, as amended from time to time by the Company, published on www.foodcircle.com.

Supplier”: the persons or entity who accept the Company’s Orders in accordance with these Conditions.

B. In these Conditions:

a. references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;

b. references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires and any references to persons should include all companies and unincorporated bodies;

c. the headings will not affect the construction of these conditions.

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2 APPLICATION OF Conditions

A. These conditions, together with the terms agreed in the Contract are the only terms and conditions upon which the Company will deal with the Supplier.

B. Any variation to the Conditions shall have no effect unless expressly agreed in writing by the an authorised member of Company.

C. The Company may from time to time vary these conditions by notifying the Supplier in writing.

D. These Conditions shall also apply to any future Contract save to the extent that the Company shall from time to time advise the Supplier in writing that it has adopted revised conditions in substitution for these Conditions.

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3 GRANT OF LICENCE

A. The Company grants to the Supplier a non-exclusive, royalty free, non-transferable right to access and use Foodcircle Online System, only for the purpose of accepting and managing Orders for the delivery of Goods to the Company and/or to the Customers (the “Licence”).

B. In using the License the Supplier, and its employees and agents, must follow all the prescription and instructions given by the Company.

C. The Company shall maintain Foodcircle Online System.

D. The use of Foodcircle Online System Online is subject to the terms of the Privacy Policy published on ww.foodcircle.com.

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4 THE SERVICES

A. Any Contract and any Order shall be subject to this Conditions.

B. The Goods shall be supplied at the Charges agreed in accordance with clause 12.

C. As soon as the Supplier accepts an Order the Supplier shall immediately raise a corresponding acceptance note (the “Acceptance”):

a. if the Order is made through Foodcircle Online System to the Company and to the Customer;

b. if the Order is made directly by the Company, to the Company via e-mail.

The Acceptance can also be ina the form of a pro-forma invoice

The Order will be considered binding for the Company and the Supplier after the Acceptance has been duly received by the Company.

D. In the event that, after the Acceptance, the Supplier is for whatever reason unable to fulfil an Order, or otherwise perform the Services, it must notify the Company immediately.

In this event the Company shall be at liberty to place that Order with an alternative supplier (the “Alternative Supplier”) and, if it considers it appropriate to do so, terminate the Contract.

The Supplier shall be liable for the negative difference between the prices requested by the Supplier and the one requested by the Alternative Supplier and any other loss/damages incurred by the Company and/or claimed by any Customer.

E. In addition to these Conditions any specific arrangements will be enforceable only if identified and confirmed in writing between the Supplier and the Company.

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5 QUALITY CONTROL AND MANAGEMENT INFORMATION

A. The Supplier declares and warrants that:

a. the Goods, their packaging, wrapping and labelling and all their component parts will:

· be of the of the nature, quality, substance, quantity and description requested by the Company and/or the Customer and/or specified in the Order;

· comply with the specifications and with all applicable statutes and regulations including, but not limited to their design, construction, method of manufacture, processing, safety, labelling and the like in force from time to time, and if they are food or intended for use in or in connection with food or food ingredient or any machinery which is in contact (direct or indirect) with food or food ingredients, comply with any specific applicable rules and regulations of the EU as well as any directives from the Company or the Customer regarding food or machinery or goods handling food and food ingredients;

· be of satisfactory quality and free of any defects in their composition, design, materials and workmanship;

· be equal to the samples or patterns or any certificate or analysis or conformance provided or given to the Company and/or the Customer by the Supplier;

· be capable of any standard of performance specified in the Order;

· be fit for the purpose for which they are purchased;

· have been adequately inspected and tested during manufacture and prior to delivery in order to ensure compliance with all applicable statutes and regulations and the results of such inspections and tests will be supplied on request to the Company and/or the Customer;

· be manufactured in accordance with good manufacturing practices, current legislation and the procedures/methods agreed;

· are neither derived from genetically modified material nor are themselves genetically modified, unless the Company and/or the Customer has expressly agreed in the Contract to accept delivery of Goods which are so derived and full disclosure of the nature and extent of any genetic modification has been made prior to the acceptance thereof;

b. it will hold, throughout the duration of the Contract, all necessary permits and licences and will hold such relevant current industry accreditations as the Customer and/or the Company may require. All current industry accreditations must be forwarded to the Company to hold on record for due diligence purposes;

c. it will provide, at Company’s request, copies of all industry accreditation audit reports completed by the relevant authority;

d. it will maintain a quality and safety management system, which includes a tried and tested product recall procedure and processes for the control of food safety hazards, which covers vendor assessment, intake, labelling, storage, handling and delivery;

e. it acknowledges that the Company and the Customers may wish to conduct quality control inspections.

f. the Company will ask the Supplier to complete a quality and safety self-audit questionnaire from time to time. The Supplier agrees to complete and return the questionnaire along with any requested information within the Company’s required timescale;

g. any audit undertaken by the Company or its nominated representative 3rd party company as a result of a failure to meet the required standard or shortfall in standard that has effected any Order will incur a charge to the supplier of EUR 1,000.00, plus any other loss/damages incurred by the Company and/or the Customer;

h. notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations.

i. will be able to identify all direct and indirect suppliers from whom the Supplier has been supplied. The identification of substances including raw materials, primary packaging and other relevant packaging and processing aids, intermediate/semi-processed products, part-used materials, finished products and materials pending investigation, shall be adequate to ensure full traceability, and as a minimum such documentation shall include:

· name and address of supplier;

· nature of products delivered by the supplier;

· date of delivery;

· volume/quantity;

· batch number.

j. its traceability system and procedures encompass all product ranges to ensure that traceability is maintained through the entire food chain from raw material to finished product and vice versa, including quantity check/mass balance.

Where rework or any reworking operation is performed, traceability is maintained.

The Supplier shall test the traceability system and procedures at a predetermined frequency and results shall be retained for inspection. Such documentation shall be kept by the Supplier for a period of five years from the time of delivery and shall upon the request of the Company, be made available to the Company and the Customer immediately and not later than 48 hours from receipt of such request;

k. it is required to maintain all appropriate records to facilitate the traceability of Goods. All relevant food safety legislation and/or industry guidelines must be fulfilled;

l. it shall immediately notify the Company of any critical event that may impact upon the Company or Customer’s reputation or goodwill or the Company’s relationship with its Customer.

Examples of critical events are listed below, although this list is not exhaustive:

· a recall of Goods;

· malicious tamper threat to Goods supplied;

· any contamination to the Goods;

· failure, mistakes or breakdown in labelling of Goods

B. The warranties afforded by the Supplier shall cease to exist two years after delivery of the Goods.

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6 INDEMNITY AND INSURANCE

A. The Supplier shall keep the Company indemnified and hold it harmless in full against all direct and indirect liabilities, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result including (but not limited to):

a. any breach of these Conditions by the Supplier, its employees, agents, carriers, suppliers or sub-contractors;

b. any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by a Customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the acts or omissions of the Supplier its employees, agents, carriers, supplier or sub-contractors.

B. The Supplier shall obtain, pay for and maintain with a reputable insurer reasonably acceptable to the Company, for the benefit of the Supplier, the Company and its Customers, for the term of this agreement and a period of 2 years after the last delivery.

By way of example the Supplier shall maintain a policies of insurance in respect of:

a. Employer’s Liability Insurance for a sum of not less than EUR 3,000,000.00 for any one claim for each employee;

b. Public Liability Insurance, including contractual liability, for a sum of not less than EUR 3,000,000.00 for any one occurrence;

c. Product Liability Insurance (covering all the Goods sold to the Company and/or the Customers, for a sum of not less than EUR 5,000,000.00 for each claim;

d. product liability insurance including cover for ingredients and components with a cover sum of no less than EUR 5,000,000.00 for injury and damage.

The insurance shall be effected with a reputable insurance company. The Supplier shall provide evidence that such insurance cover is in place as and when requested by the Company. The Supplier's liability to pay damages shall not be limited to the cover sum of the insurance.

The insurances referred above shall cover worldwide.

Each such policy of insurance shall cover any claim arising out of an event occurring during the term of the policy, regardless of whether the claim is made during or after the expiration of the term of the policy.

C. The Supplier shall ensure that the interest of the Company is noted on each such policy of insurance; and annually produce to the Company

D. The Supplier may be asked to provide a higher level of cover to service specific clients, this will be agreed between both parties at the time.

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7 SUPPLIER’S UNDERTAKINGS

A. The Supplier undertakes:

a. to supply the Company and/or the Customers with the Goods specified in each Order in an efficient, competent, diligent and timely manner in the date and location specified in each Order;

b. in respect of each Delivery, to obtain a signed delivery note from the authorised representative of the recipient as proof of Delivery, and retain such signed delivery note for a minimum of 120 days;

c. to notify the Company immediately in writing of any complaints, queries or other matters raised by a Customer in connection with an Order in the event of such matters not being satisfactorily resolved between the Supplier and the Customer directly within 2 days of the issue first arising;

d. not to do anything which may prejudice the trading relationship between the Company and a Customer;

e. to promptly provide any requested information in relation to the Orders as requested by the Company from time to time;

f. to serve the Company with all due and proper diligence (acting dutifully and in good faith) and to observe all instructions given by the Company;

g. to deliver Goods and/or Orders at the agreed time/frequency and to the agreed delivery point. The Customer and the Company must be informed of the likelihood of a late delivery;

h. the Supplier is required to carry out it’s own risk assessments and make appropriate plans in relation to vehicle access and handling at the designated delivery point. All of the Supplier’s staff are required to abide by the Customer’s and/or the Company’s health and safety instructions;

B. The delivery of the Goods and Services, including any agreed documentation, shall take place at the time and location of delivery agreed in the Contract. Time and location shall be of the essence.

C. The recipient shall only be obliged to accept delivery of such quantities of Goods as are specified in the Contract. Unless otherwise agreed in writing the Supplier shall not be entitled to deliver in instalments.

Positive deviations of the delivered Goods, if less than 10% of what stated in the Order (the “Surplus”), shall:

a. not give the Company any right to reject the Goods or to claim damages;

b. oblige the Company to accept the Goods and pay the price agreed in the Order;

c. not give the Supplier the right to claim for any additional sum for the Surplus.

Positive deviations of the delivered Goods, if more than 10% of what stated in the Order (the “Surplus”) shall:

a. give the Company the right to refuse the Surplus;

b. oblige the Supplier to take the Surplus back at its expense within 10 days from Company’s request.

If the Company accepts the Surplus it will be obliged to pay for the Surplus a price proportionally increased.

Negative deviations of the delivered Goods of what stated in the Order shall:

a. give the Company the right to refuse the Goods and to claim for any damage;

b. oblige the Supplier to take the Goods back at its own costs within 10 days from Client’s request.

If the Company accepts the Goods it will be obliged to pay the Price proportionally reduced, deducted the suffered damages.

D. Any delay shall be regarded as a material/fundamental breach of the Contract.

If delivery of Goods is by instalments, each delivery shall not constitute a separate contract and the failure by the Supplier to deliver any one instalment shall entitle the Company to consider that event as a material/fundamental breach of the entire Contract.

E. In the event of any delay, the Company may elect, at its discretion, without prejudice to any other right or remedy, including the termination of the Contract, to claim either damages and/or a reduction in the purchase price, to cancel the Order (in part or in full) and/or to make a replacement purchase at the Supplier’s cost.

If the delay will be longer than 20 days in respect to the agreed date of delivery, the Supplier, in addition to what prescribe under the previous period, shall pay to the Company a penalty equal to the 1,5% of the price of the delayed Order each 10 days of delay.

F. Save as is expressly provided elsewhere in these Conditions and/or in the Contract the Supplier shall not without the Company’s prior written approval incur any liabilities or obligations on behalf of the Company nor pledge the credit of the Company nor make any representations nor give any warranty on behalf of the Company.

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8 Product Liability

A. The Supplier shall be liable for product liability to the extent that it is shown that the defect can be attributed to the Goods or Supplier’s instructions. The Supplier shall indemnify and keep the Company (and, at Company’s will, directly the Customers) indemnified from any product liability, which the Company and the Customer may incur in connection with their use of the Goods.

B. In the event of legal proceedings being instituted against the Company, the Supplier shall be obliged to hold the Company harmless and accept an action being brought against it by the Company either before the same court of law and in the same proceeding or in a different court of law and proceeding, under the application of the rules of law applicable to the Company.

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9 NON-CONFORMITY

A. Goods which:

a. do not fully conform to any undertaking and/or warranty given by the Supplier as set out in these Conditions or in the Contract

b. in any other respect do not conform to the Company’s and Customer’s requirements under the Contract;

shall be considered non-conforming.

Goods shall also be considered to be non-conforming if not accompanied by the documentation agreed between the parties and/or set under these Conditions.

B. If the Goods delivered are non-conforming, the Company may elect at its discretion, without prejudice to any other right or remedy, to claim either:

a. damages and/or a proportional reduction in the purchase price;

b. if the non-conformity is, at its own discretion, material, the cancelation of the Order (in part or in full);

c. a replacement delivery or make replacement purchases to other suppliers at the Supplier's cost against the return of the Goods delivered (in part or in full).

C. The Supplier expressly accepts that if the Company and/or the Customer has already used the Goods at the time when any such non-conformity is ascertained, the Supplier shall, furthermore, be liable for such costs and losses as may be incurred and sustained as a result of a possible recall of Goods and the destruction or repackaging thereof and for any possible damage caused by the non-conforming Goods.

D. If the Company exercises its right of rejection it shall be entitled to require the Supplier (at the Supplier’s cost) to remove any Goods rejected. As soon as the Company shall have given notice thereof, the Supplier shall be fully liable for such Goods and shall be responsible for any storage, disposal, or transportation costs.

If the Supplier has received payment for any rejected Goods, the Supplier shall reimburse the Company in full without set-off or any other right to make a deduction.

E. The Supplier is aware that the recipient does not upon receipt carry out an inspection of the quality and quantity of the Goods, and that the Supplier is obliged to thoroughly check the quality and quantity of the Goods to be delivered prior to dispatch. The recipient will upon receipt of the Goods check the packaging of the Goods for transport damages. The issuing of the official receipt or the signature of the Supplier’s advice and/or packing note shall not constitute acceptance of the Goods nor constitute the waiver of any right of the Company (or the Customer) or obligations of the Supplier under these Conditions or the Contract or otherwise implied by law.

F. Any non-conformity in the Goods can be complained at any time after delivery of the Goods, even on the basis of the Supplier's certificates of analysis. All complaints concerning non-conformity shall, however, be submitted within a reasonable time of such non-conformity having been established definitively.

G. Subject to compliance with the Supplier's instructions for the storage of the Goods, any nonconformity is regarded at the time of delivery of the Goods, unless otherwise proven by the Supplier.

H. Unless otherwise agreed in writing between the Company and the Supplier, the Supplier shall be responsible for complying with any legislation or regulations for both the export of the Goods from its country and the import of the Goods into the country of destination.

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10 FORCE MAJEURE

A. A party is not liable for a failure to perform any of its obligations if it proves that the failure was due to a Force Majeure and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the Contract or to have avoided or overcome it or its consequences.

B. A party wishing to call upon the exemption under this Clause shall promptly notify the other party in writing of the commencement and cessation of any Force Majeure and use all reasonable efforts to mitigate the effects of such impediment on the other party.

C. Notwithstanding the above, if any act or matter relied upon by the Supplier for the purposes of this Clause shall continue for more than 60 (sixty) days the Company shall be entitled to terminate the Contract with immediate effect.

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11 RISK / PROPERTY

The Goods shall remain at the risk of the Supplier until Delivery is complete (including off-loading and stacking) and title in the Goods shall be deemed to pass from the Supplier to the Company immediately prior to Delivery to the Customers.

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12 PAYMENT AND DEBTS

A. The Company shall have the exclusive right to invoice, collect and receive payment for the Goods from the Customer. Any sums received by the Supplier from a Customer shall be held on trust for the Company and shall be paid to the Company as soon as practicable and in any event within 5 working days.

B. The Company shall pay the Supplier’s Charges for the Goods supplied by the Supplier agreed in written form with the Order.

C. The Company shall be entitled to set-off any amounts as may be due from the Supplier to the Company (even for damage compensation) from amounts due and payable by the Company to the Supplier.

D. Save for the Supplier’s Charges, the Company shall not be liable for any costs, losses, liabilities and expenses howsoever incurred by the Supplier arising out of the supply of Goods and Services to Customers.

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13 CONFIDENTIALITY

A. The Supplier shall keep in strict confidence (and not disclose or make use of):

a. the identity of and details relating to the Company, the Customers, the Goods supplied and the Prices;

b. all commercial know-how, specifications, inventions, processes or initiatives of the Company which are of a confidential nature and have been disclosed to the Supplier by the Company or its agents;

c. any other confidential information concerning the Company’s business or its products;

which the Supplier may obtain in performing the Services.

B. The Supplier shall also restrict disclosure of such confidential information to its employees, agents or sub-suppliers and shall ensure that such employees, agents or sub-suppliers are subject to similar obligations of confidentiality as bind the Supplier.

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14 Modifications and TErmination

A. The Company will have the right to modify the Conditions at any time by giving notice in writing to the Supplier.

B. The Company will also have the right to terminate a Contract in the following cases:

a. the Supplier commits a breach of any of the Conditions;

b. any distress, execution or other process is levied upon any of the assets of the Supplier;

c. the Supplier enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up or if a petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Supplier’s undertaking or assets;

d. the Supplier ceases or threatens to cease to carry on its business; or

e. the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier to fulfil its obligations under a Contract has been placed in jeopardy.

C. The termination of a Contract, however arising, will be without prejudice to the rights and obligations of the parties accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

D. In the event that the Company terminates a Contract, the Supplier shall without prejudice to any other right or remedy or claim of damages, pay to the Company a sum equal to the cost of replacing the Supplier with an Alternative Supplier to fulfil the Order.

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15 ASSIGNMENT

A. The Supplier shall not be entitled to assign (or sub-contract) any Contract/Order or any part of it without the prior written consent of the Company.

B. In particular, the Supplier shall not be entitled to assign the benefit of any sums payable hereunder without the prior written consent of the Company.

C. The Company may, without any prior consent of the Supplier, assign:

a. a Contract or an Order or any part of it to any person, firm or company;

b. any credit derived from a Contract or an Order (including any remedy or claim for damage/any kind of Supplier’s responsibility under a Contract/these Conditions/an Order) to any third party, including its Customers.

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16 RESTRICTION

The Supplier in agreeing undertakes that it will not (whether directly or indirectly and whether itself or via any third party) solicit orders/commercial relationship of any kind from any Customer it has supplied at any time.

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17 data protection

Data protection policy of the Company is published in its website: www.foodcircle.com.

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18 GENERAL

A. These Conditions shall be applicable to all Contracts/Order unless otherwise agreed in written form.

B. Each right or remedy of the Company under the Conditions is without prejudice to any other right or remedy whether under the Conditions or not.

C. In not explicitly repealed International Commercial Terms apply to these Conditions and to any Contract/Order.

D. If any provision of the Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Conditions and the remainder of such provision shall continue in full force and effect.

E. Failure or delay enforcing or partially enforcing any provision of the Conditions will not be construed as a waiver of any of its rights under the contract.

F. Any waiver of any breach of, or any default under, any provision of the Conditions and or any Order will not be deemed a waiver of any subsequent breach or default.

G. The formation, existence, construction, performance, validity and all aspects of any Order shall be governed by Italian law and the parties submit to the exclusive jurisdiction of the Genoa (Italy) courts.

H. Nothing in these conditions is intended to, or shall be deemed to, constitute a partnership.