These conditions will apply to any Order made by you as a Client of the Company for the provision of Goods. Please read these Conditions carefully and make sure that you understand them. Please, also, note that by accepting these Conditions, you agree to be bound by them and the other documents expressly referred to in them.

STANDARD TERMS AND CONDITIONS FOR CLIENTS

1 INTERPRETATION

A. In addition to the terms defined in the following articles, the following words shall have the following meanings:

Company”: Foodcircle Foodcircle GmbH, Almstadtstraße 9, 10119 Berlin, Germany.

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

Contract”: the contract for the supply by the Company to the Client of Goods consisting in these conditions and any other terms specified in each Order accepted in written form by the Company.

Client”: the person or entity who submit and Order the Company.

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

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

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 by you and accepted by the Company.

Supplier”: a persons or entity to whom the Company eventually assign the Order made by the Client.

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 Orders

A. The Order shall not be deemed binding for the Company unless and until the Company confirms its acceptance by written (also via e-mail) notice (the “Acceptance”), at which point the Contract shall come into existence.

B. Any Order made by the Client to the Company -before the Acceptance- constitutes a binding offer to purchase the Goods in accordance with these Conditions.

C. Orders are accepted subject to availability of the Goods from the Company and/or its Supplier.

D. Any variation of these Conditions shall not be valid unless expressly accepted by a director of the Company in writing (or a duly authorised person), also via e-mail.

E. No verbal representation by any employee or agent of the Company shall form part of the Contract between the Company and the Client nor shall they be treated as constituting a representation on the part of the Company.

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

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3 Delivery

A. Delivery of the Goods shall take place at the Client premises or at such other location as may be agreed in writing in the Order.

B. Times quoted for Delivery of the Goods are intended as estimates only and are not therefore to be treated as being of the essence of the Contract except when the delay will be more than 30 days (the “Maximum Delay”).

C. The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by the Client as a consequence of any delay in delivery if the delay does not exceed the Maximum Delay.

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

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

b. oblige the Client to accept the Surplus and pay to the Company a price proportionally increased (the “Additional Price”);

c. give the Company the right to receive from the Client the payment of the Additional Price at the time established for the payment Price.

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

a. give the Client the right to refuse the Surplus and return it to the Company;

b. oblige the Company to take the Surplus back at its expense within 20 days from the Client’s request.

If the Client requires the Company to take the Surplus back the Client shall hold the Goods on a fiduciary basis only and as bailee.

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

Negative deviations of the delivered Goods, if less than 10% of what stated in the Order shall:

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

b. oblige the Client to accept the Goods ;

c. give the Supplier the right to receive from the Client the payment of the Goods in an amount proportionally reduced.

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

a. give the Client the right to refuse the Goods and return them to the Company;

b. oblige the company to take the Goods back at its expense within 20 days from the Client’s request.

If the Client asks the Company to take the Goods back, the Client shall hold the Goods on a fiduciary basis only and as bailee.

If the Client accepts the Goods, it will:

a. be obliged to pay the Price proportionally reduced;

b. not have any right to claim any kind of damages to the Company.

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4 PRICE

A. Unless otherwise stated, Prices quoted are exclusive of value added tax or any kind taxes or duties levied by any Government/Authority on the value of the Goods.

B. The Price to be paid for the Goods shall be that agreed by the Company and the Client in the Order (the “Price”).

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5 PAYMENT

A. The Price will be the one agreed in the Order.

B. The Price shall be paid by the date stated for payment in the Order.

C. For any delayed payment the Client will have to pay and interest set under following art. 9.A.g.ii.

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6 FORCE MAJEUR

The Company shall not be liable for failure to deliver the Goods or for failure to comply with the Contract in any other respect by reason of Force Majeure or any circumstance howsoever arising outside the reasonable control of the Company.

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7 PROPERTY, TITLE AND RISK

A. Risk of loss or damage in the Goods shall pass to the Client at the time of Delivery

B. Property and ownership in the Goods shall not, notwithstanding Delivery, pass from the Company to the Client until:

a. the Price has been paid in full;

b. no other sums are then outstanding from the Client to the Company on any account whatever whether or not such sums have become due for payment.

C. Until payment pursuant to this Clause is made to the Company, the Client shall:

a. hold the Goods on a fiduciary basis only and as bailee;

b. store the Goods without cost to the Company;

c. insure the Goods to their full value against “All Risks” to the reasonable satisfaction of the Company.

D. In the event that the Company is entitled to exercise any of its rights under previous let. C.:

a. the Company shall (without prejudice to any of its other rights and remedies) have the right to re-possess the Goods;

b. any right of the Client to sell, dispose of, deal or in any way use the Goods shall cease forthwith.

E. In any of the above-mentioned situation, the Company shall be entitled to maintain an action against the Client to claim for the Price and for any further damage.

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8 undertakings and warranties

A. The Company undertakes:

a. to supply the Client with the Goods specified in each Order;

b. to provide any reasonable information in relation to the Goods and the Orders as requested by the Client from time to time;

c. to deliver Goods and/or Orders at the agreed time/frequency and to the agreed delivery point;

B. The Company also 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 specified in the Order;

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;

c. it will maintain a quality and safety management system;

d. it acknowledges that the Client may wish to conduct quality control inspections being understood that any audit undertaken by the Client.

e. will be able to identify all direct Suppliers proving the Client, if mandatory by law, with:

name and address of supplier;

nature of products delivered by the supplier;

date of delivery;

volume/quantity;

batch number.

A. The Client shall carefully:

a. inspect the Goods and their quality on Delivery;

b. verify that the quantities of Goods are correct.

B. In case of any Claim the Client must send, within the time limits provide by this article 8 to the Company an e-mail containing:

a. the description of the claim and the specification of its reservation of acceptance;

b. the pictures of the detected discrepancies;

c. copy of the consignment letter (provided by the carrier) with a description of the damages;

d. economic quantification of the damages.

In any case the Client will be obliged:

to hold the Goods (even if altered or damged) on a fiduciary basis only and as bailee;

to ship the Goods (or part of them) back to the Company (or to the address indicated by the Company), if requested. In this case the Goods will have to be packaged in the manner requested by the Company;

C. Any claim for shortages, loss, damages or late deliveries should be made at the time of delivery or, in any event, within 24 hours from the Delivery.

D. Any claim for reasons different from the ones mentioned under previous let. C. or, in general, for breach of any warranties given by the Company and any other warranty given by law -even for non-visibile defects of the Goods- shall cease to exist 15 days after the Delivery of the Goods (the “Deadline”).

The Deadline will be automatically postponed for additionally 30 days only if the Client will provide the Company with evidence that the Goods have been submitted to an examination by a professional expert before the Deadline.

E. Except if evidence is provided to the contrary the Company shall regard the quantities indicated on the consignment notes, signed at the Delivery, or other delivery documents as accurate.

F. Submitting a complaint shall never be any ground for suspending or settling the payment obligations of the Client toward the Company.

G. If the Client claim the Company for any damage under this clause, shall no longer use or sell them, except after receiving written permission to do so from the Company.

H. If a complaint arose by the Client is deemed justified, at its sole discretion, by the Company, the Company can decide whether to supply substitute Goods, if such is possible, or, if that is not possible, to refund the Client with an amount equal to the Price payed for the defective Goods.

A. The Company’s liability to the Client for any breach of its obligations under each Order/Contract shall not in any event exceed the Price of the same Order/Contract and the Company shall be under no liability for any consequential or indirect loss suffered, or liability to third parties incurred by the Client.

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9 EFFECT OF DEFAULT BY THE Client

A. In the event that:

a. the Client fails to make payment for the Goods in accordance with Artt. 4 and 5;

b. the Client fails to pay any other debt due and payable to the Company;

c. the Client fails to take the Delivery of any Goods supplied by the Company (except in accordance with the Client’s contractual rights);

d. the Client offers to make any arrangement with his creditors or commits an act of bankruptcy;

e. any petition in bankruptcy be presented against the Client;

f. a resolution or petition to wind up the Client has been presented;

g. the Client otherwise commits a breach of these Conditions;

then all sums outstanding in respect of Goods shall become payable immediately and the Company may, in its absolute discretion and without prejudice to any other rights which it may have:

i. suspend all future deliveries of Goods to the Client under the Contract in question or under any other contract and or terminate any such Contract without liability upon its part; or

ii. require payment of interest on all amounts due at the rate of 2% fortnightly for the time being prevailing from the date when payment for the Goods in question became due to the date of actual payment (such interest to run from day to day and to accrue after as well as before any judgement); and

iii. exercise any of its rights pursuant to previous clause 8.

B. In addition to any right of lien which the Company may have the Company shall, in any of the events described in letter A. above or breach by the Client of the terms of these Conditions, have a general lien over all Goods of the Client in the possession of the Company or of the Client.

C. The Client shall pay the whole costs (including legal costs on a full indemnity basis) incurred by the Company in the enforcement of its rights hereunder and all such costs as be incurred as a consequence (direct or indirect) of a breach by the Client of any of these Conditions

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10 INDEMNITY

The Client shall indemnify the Company and hold it harmless against all claims, costs and expenses in respect of any actual or alleged loss or damage arising out of the use of the Goods at any time full after delivery of the Goods to the Client.

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11 CONFIDENTIALITY

A. The parties shall keep in strict confidence (and not disclose or make use of) the term and conditions of any Order/Contract and any other confidential information about the other party

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12 LAW AND JURISDICTION

These Conditions, the Contract and any Order shall be governed in all respects by the Laws of Italy and any dispute hereunder shall be subject to the non-exclusive jurisdiction of the Genoa (Italy) Courts.

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13 NOTICES

Any notice required to be served pursuant to these Conditions shall be addressed, by e-mail massage or registered letter with acknowledgement of receipt or equivalent to the billing address or e-mail as indicated in the Order

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14 ASSIGNMENT

A. The Client 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 Client 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 Client, 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 Suppliers.

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15 data protection

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

B.

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16 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. 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.

D. 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.

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

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