Terms of Purchase Raw and Packaging

Shipping Conditions

The supplier is obliged to inform Froneri in written about any product-related change, such as recipe and production process change, inclusively usage of other raw material origin, change of production site, changes to utilized production devices or changes to the product portfolio (danger of contamination).

All goods delivered to Froneri Adriatic must be from one batch (LOT) and have minimum 80% remaining shelf life (except in the special cases that are previously confirmed) delivered on EUR pallets (1200x800 mm).

The supplier should deliver material using the predefined palletization.

Every delivery should be accompanied by specific documents:

· Original Invoice (4 copies)

· Packing list

· CMR

· EUR 1

· Health Certificate, dully stamped and signed

· Veterinary Certificate (only for animal origin materials)

· Product Specifications (Technical data sheet)

· Certificates of Analysis

· Froneri Material number

In the case that delivered material is from local (domestic) supplier, CMR and EUR 1 documents are not needed.

Copies of the above mentioned documents have to be e-mailed or faxed to Froneri Adriatic immediately upon the loading, enabling receiver of the material to prepare other papers necessary for import.

Each packaging has to be declared with sticker in Serbian language with following data:

NAZIV PROIZVODA: (Product Name)

DATUM PROIZVODNJE: (Production Date)

ZEMLJA POREKLA: (Country of Origin)

SASTOJCI: (List of Ingredients)

NETO KOLIČINA: (Net Weight)

UPOTREBLJIVO DO: * if date is printed in format: dd/mm/yyyy than put like this:

NAJBOLJE UPOTREBITI DO: (Best Before) * if date is printed in format: mm/yyyy than put like this: NAJBOLJE UPOTREBITI DO KRAJA: (Best Before End)

USLOVI ČUVANJA: (Storage Conditions)

LOT: (LOT/batch/serial number)

PROIZVOĐAČ: (Producer)

UVOZNIK: (Importer)

PROIZVEDENO U: (Made in)

UVEZENO IZ: (Imported from)

The supplier must record on the invoice:

Purchase Order number (PO) as indicated on PO sent by Froneri Adriatic Payment Terms Bank Account

Contract Terms and Conditions

OGENERAL TERMS AND CONDITIONS

1. Ordering goods:

1.1 Every contract on the purchase of goods, as well as each individual delivery of goods, agreement or Purchaser`s orders are subject to this General Terms And Conditions For Purchasing Contracts, and these rules will be applied in all cases except when the parties agree otherwise in writing.

1.2. The purchase of the goods, the order or orders of Purchaser are binding for Purchaser only if issued in writing. All oral agreements must be confirmed in writing. Otherwise they do not have any legal effect.

1.3. This Contract will be deemed accepted by supplier and binding on the supplier and its Affiliates upon the first of the following occur: (i) if supplier does not reject the Contract Terms within 3 days from its issuance; (ii) if supplier expressly accepts this Contract in any form; (iii) if supplier or any if its Affiliates start performing this Contract in any manner.

2. Delivery of goods

2.1. The Supplier is obliged to deliver the goods all in accordance with the order, disposition of the Purchaser, and in specified time. The Supplier is obligated immediately upon becoming aware of the fact that the delivery will be delayed or not to be able to supply a sufficient amount of suitable quality goods, to notify Purchaser of that fact.

2.2. For any difference in agreed quantity and/or quality of delivered goods, Purchaser is obliged to issue official protocol and to inform Supplier.

3. Payment

3.1. Price for delivery of goods is expressed without VAT, which falls on the Purchaser. In case that invoice does not contain the PO number, it will not be accepted as valid by Purchaser.

3.2. Purchaser shall not be obligated to pay any goods which has not been delivered or formally accepted, or which Purchaser returned, in accordance with the Contract.

4. Quality of products

4.1. Quality of goods must be in full accordance with specification (or sample) of goods or raw materials that is the integral part of this Contract, as well as all Rulebooks listed in Specification which are in force in the Republic of Serbia.

4.2. Supplier is obligated to submit results of physical- chemical and microbiological analyses for all products specified, for each delivery in question.

4.3. Supplier is required to provide additional receipt for the hygienic quality depending on the type of goods specified in the specification and delivery (Confirmation on disinfecting means for transport-trucks, etc).

4.4. Before first delivery, Supplier is obligated to submit the signed statement on allergens in the form (MAD) provided by the Purchaser. Statement on allergens must be updated every time when the producer modifies the raw materials, processes or production program which may affect the allergen information. In case that the producer owns several production locations, Supplier is obliged to submit statements on allergens for each production plant where the goods which are the subject of this contract are produced.

4.5. Supplier guarantees that the products delivered on the basis of the Contract do not contain genetically modified organisms (GMO), nor are they produced from products containing genetically modified organisms or combination of genetically modified organisms, i.e. products fully made or having one component made of one or more genetically modified organisms or part of genetically modified organism.

4.6. The Purchaser is entitled to decline each delivery for which the Supplier failed to submit complete documentation regarding quality of goods.

4.7. Quantitative receipt of goods is executed by the Warehouse department of the Purchaser, which shall make the receipt note, and note possible differences in the delivered quantity of goods.

4.8. Qualitative receipt of goods is executed by the Quality Control department of Purchaser, based on valid methods. Every individual delivery of goods shall be sampled and checked.

4.9. If the results of the analyses confirm the non-conformity with the Contractual quality, the Quality Control department of Purchaser is authorized to reject the delivery and return the goods to Supplier.

4.10. In case of establishing deviation from the Contractual quality, Supplier shall immediately, at his expense, take over such goods and replace them with the goods of the agreed quality.

4.11. In case of any possible nonconformity with agreed quality, the Supplier is obliged to send written information to the Purchaser prior to delivery. The Supplier may deliver such goods only upon receiving explicit written approval of the Purchaser. It shall be understood that if he wishes to do so, Purchaser is entitled to accept the delivery which does not fully comply with the contractual parameters stated in specification, but with Supplier’s obligation to deduce the contractual price, accordingly.

4.12. Supplier shall consider qualitative and quantities complaints within 30 days from the date of delivery, except in case of hidden defect, when the limit is 30 days upon discovering defect.

4.13. In any way Purchaser is entitled to compensation of actual damage and lost profit, resulting due to disrespect for Contractual obligations of the Supplier.

5. Confidentiality

5.1. Contracting parties agree to consider as highly confidential all information referring to this Contract, and which were provided to, or placed at the disposal, of the Supplier.

5.2. Supplier is obliged to preserve the secrecy of confidential information received from the Purchaser during validity of this Contract, as well as upon expiry of the Contract, for unlimited time.

5.3. Unauthorized revealing of confidential information (business secret) to third parties by the Supplier, without knowledge and consent of the Purchaser, is reason for unilateral termination of the Contract, with the right of the compensation of full damage and lost profit.

6. Compliance with Laws

6.1 The Supplier shall comply with Purchaser’s Supplier Code of Conduct, all applicable law, including but not limited to all laws relating to bribery, corruption, modern slavery, tax evasion and financial crime applicable to the Supplier’s performance of this Agreement. The Supplier shall comply with any export control and economic sanctions laws in any part of the UK, EU, USA and any territory from which the Supplier conducts its business. The Supplier shall have in place and maintain policies and procedures to ensure compliance with this Section 6. The Supplier shall procure that its personnel (including all of its employees, agents, contractors, representatives and subcontractors) comply with this Section 6 and shall remain directly liable for any breach of this Section 6 by those personnel. The Supplier shall immediately notify Froneri of any breaches of this Section 6. Any breach of this Section 6 shall be a material breach of this Agreement entitling (but not obligating) Purchaser to terminate immediately without further liability to the Supplier.

7. General provisions

7.1. All the provisions of these General Terms and Conditions shall be interpreted in accordance with the laws of the Republic of Serbia, so that the applicable law is the law of the Republic of Serbia.

7.2. All supplier need to align and follow Froneri Supplier code as part of this Agreement, where described minimum standards that we expect from them to comply in their operations.

7.3. Any disputes arising from this agreement, the parties will try to settle amicably, otherwise accept the jurisdiction of the Commercial Court in Belgrade.

7.4. In case of disagreement between Serbian and English version of this agreement prevails Serbian version.

7.5. The Supplier may not assign, transfer or subcontract any or all of its rights and obligations under this Agreement without the prior written approval of Purchaser, including but not limited to any form of transfer of receivables.