Standard Terms and Conditions of Sale and Delivery to Business Customers

1. Introduction

1.1 Application. The standard terms and conditions of sale and delivery (the “Terms and Conditions”) apply to all agreement with MOALEM TRADING, company reg. no. 35 00 70 83 (the “Business”) concerning, but not limited to sale and delivery of products to business customers (the “Customers”).

1.2 By entering into an agreement with the Business, the Customer accepts these terms and conditions. The Customer shall refrain from entering into an agreement with the Business, if the Customer does not accept the Terms and Conditions.

1.3 The Business reserves the right to amend the Terms and Conditions from time to time. It is the Customer’s solely responsibility to be up to date with these Terms and Conditions from time to time. The Terms and Conditions can be found at the Business website www.moalemtrading.com (the ”Website”).

1.4 Any changes or amendments is effective from the time, the Business introduce these on the Website. The Customer agrees to be bound by any changes or amendments of the Terms and Conditions when entering into an agreement with the Business.

2. Agreement

2.1 Agreement. The Terms and Conditions constitutes together with the Business’ quotation and the order confirmation, the entire agreement concerning the Business sale and delivery of products to the Customers (the “Agreement”). The Customer’s sourcing conditions printed on an order or in another way communicated to the Business shall not be considered part of the Agreement.

2.2 Amendments and appendices. Amendments to or appendices to the Agreement is solely effective, if both parties agree to this in writing.

3. Products

3.1 Products. Products which the Business sells and delivers to the Customer are mint and comply with the Danish legislation on delivery.

3.2 Limitation of liability. Products which the Business sells and delivers to the Customer shall be used in accordance with common sense and proper and reasonable practice. Irrespective of any contradictory terms in the Agreement, the Business is under no circumstances liable for losses or damages related to the use contradictory with common sense and proper and reasonable practice. The Customer shall indemnify the Business to the extent that the Business becomes liable in regard to such losses and damages.

4. Price and payment

4.1 Price. Unless the parties agree to the contrary in writing, the prices of the products follow the Business’ applicable pricelist at the time of the Business’ order confirmation to the Customer’s order. All prices are excl. VAT and excl. freight.

4.2 Payment. Unless the parties agree to the contrary in writing, the Customer shall pay all invoices in accordance with the terms of payment printed on the issued invoice.

4.3 The Business charges an administration fee of DKK 250 on orders below DKK 1,000.

5. Overdue payment

5.1 Reminder fee. If the Customer does not comply with the terms of payment, the Business forwards a reminder letter containing a request for payment. The reminder letter charges a reminder fee of DKK 100 per reminder letter.

5.2 Interest on overdue payment. If the Customer fails to pay an invoice in accordance with the terms of payment and this is not due to the Business’ mistakes, the Business has the right to charge an interest on overdue amount of 2 % per commenced month from the due date and until payment is made.

5.3 Collection expenses. The Business is entitled to use every legal remedy to collect its outstanding debt. Any expenses in connection with the collection, is paid by the Customer.

5.4 Termination. If the Customer fails to pay an overdue invoice within 14 business days from receiving a reminder letter, the Business is, beside charging an interest, cf. 5.2, entitled to (i) terminate the sale of the products which the overdue payment relates to, (ii) terminate the sale of product which has not be delivered to the Customer or demand payment in advance for this, and/or (iii) enforce other legal remedies.

6. Quotation, order and order confirmation

6.1 Quotation. Unless anything to contrary is stated in the quotation, the quotation of the Business is valid for 14 business days from the date, the quotation is dated. The quotation does not bind the Business, if the Business receives the acceptance of the quotation after the time limit for acceptance, unless the Business communicates otherwise.

6.2 Order. The Customer shall forward its orders to the Business in writing. A order shall contain the following information for every ordered product: (i) Order number, (ii) Product number, (iii) Product description, (iv) Quan

tity, (v) Price, (vi) Terms of payment, (vii) Delivery date, (viii) Delivery address, and (ix) Terms of delivery.

6.3 Order confirmation. The Business endeavors to confirm or refuse the order to the Customer in writing within 10 business days from the receipt of the order. Confirmations and refusals of the order shall be in writing to bind the Business.

6.4 Amendments to the order. The Customer may not amend the order without the Business’ prior written consent.

6.5 Contradictory terms. The Customer shall notify the Business in writing within 8 business days after receiving the order confirmation, if the Business’ order confirmation does not correspond with the Customer’s order or the Agreement and the Customer does not want to accept the inconsistency. Otherwise the Customer is bound by the order confirmation.

7. Delivery

7.1 Terms of delivery. The Business delivers all sold products per a postal service chosen by the Business to the address provided by the Customer.

7.2 Delivery time. The Business delivers all sold products at the date stated in the order confirmation. Unless the parties have agreed to the contrary in writing, The Business is entitled to deliver the order prior to the agreed date.

7.3 Inspection. The Customer shall inspect all products at the delivery. If the Customer discovers a defect that the Customer wants to plea, the Customer shall immediately at the receipt of the delivery notify the Business in writing. If the Customer discovers og should have discovered a defect and it is not notified to the Business immediately, the defect cannot be pleaded at a later time.

8. Late delivery

8.1 Notification. The Business notifies the Customer of any late deliveries, the cause of the delay and the expected new delivery time.

8.2 Force majeure. The Customer agrees to not hold the Business liable for any expenses, losses or damages which the Customer may suffer as a result of force majeure circumstances which shall mean, circumstances that the Business cannot control including but not limited to, delivery problems with the Business’ suppliers, strikes, labor disputes, breakdowns of IT systems, fires, water damages and natural disasters. The Business is obligated to minimize the expenses, losses or damages of the Customer under such circumstance to the best of its ability.

8.3 Termination. The Customer is entitled to terminate the order(s) which the delay concers without prior notice by written notification to the Business, if the Business cannot deliver an order within 30 business days after the agreed delivery time for reasons the Customer is not responsible for and in case the delay is not due to a force majeure circumstance and the order is not delivered within a reasonable time of at least 90 business day. The Customer agrees to have no other rights in case of a late delivery.

9. Warranty

9.1 Warranty. The Business warrants that products are free of defects to the design, material and execution of up to 12 months from delivery.

9.2 Exception. The Business’ warranty does not include wearing parts and defects which is a result of: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance contradictory with the Business’ instructions or proper and reasonable practice, and (iv) other circumstances or behavior that is not the Business’ responsibility.

9.3 Notification. If the Customer discovers a defect within period of warranty that the Customer wishes to plea, the Customer shall immediately notify the Business in writing. If the Customer discovers or should have discovered a defect and it is not notified to the Business immediately, the defect cannot be pleaded at a later time. The Customer is obligated to give the Business all information regarding the defect that the Business request.

9.4 Inspection. The Business notifies the Customer whether the defect is included under the warranty or not, within reasonable time after the Business has received notice from the Customer regarding the defect and has done its inspection. The Customer is obligated to send the defected parts to the Business. The Customer carries the expenses and the risk of loss in connection with the transportation to the Business. The Business carries the expenses and the risk of loss in connection with the transportation to the Customer, if the defect is included under the warranty.

9.5 Remedy. Within reasonable time after the Business has given notice to the Customer pursuant to clause 9.4, the Business remedies the defect by: (i) replace or repair the defect part, or (ii) forward the parts to the Customer with the purpose of the Customers replacing or repairing the product himself.

9.6 Termination. In the event that the Business fails to remedy any defects covered by the warranty within reasonable time of giving notice to the Customer pursuant to clause 9.4 for reasons for which the Customer has no liability and which are not due to any force majeure event, and the fault or defect has not been remedied within a reasonable timeframe of no less than 90 business days, the Customer may terminate the purchase of the defective product in question with immediate effect by giving written notice to the Business. The Customer has no other rights in the event of faulty or defective products than those expressly stated in clause 9.

10. Liability

10.1 Liability. Each party is responsible for their own actions and omissions pursuant to applicable law subject to the limitations following the Agreement.

10.2 Product Liability. The Business is responsible for product liability in regard to products delivered to the extent that such liability follows from mandatory law. The Customer must indemnify the Business to the extent that the Business becomes liable for any additional products.

10.3 Limitation of liability. Irrespective of any contradictory terms in the Agreement, the Business’ liability towards the Customer cannot exceed 25 % per calendar year of the sale of products for which the Business has issued net invoices to the Customer in the previous calendar year.

10.4 Indirect loss. Irrespective of any contradictory terms in the Agreement, the Business is not liable towards the Customer for any indirect losses, including but not limited to, loss of production, sale, profits, time, or goodwill.

11. Intellectual rights

11.1 Proprietary rights. All proprietary rights on all intellectual rights relating to products, including patents, design, trademarks, and copyrights, do not belong to the Business.

11.2 Infringement. In the event that any products delivered infringe the intellectual rights of any third party, the Business may not be met with any claims. The Business merely acts as intermediary between the Customer and the manufacturer of the products and assumes no liability in this regard.

12. Confidentiality

12.1 Disclosure and use. The Customer may not disclose or use of or enable others to use the Business’ trade secrets or any other information, regardless of its nature, which is not publicly available.

12.2 Protection. The Customer may not in any improper way obtain or attempt to obtain knowledge or disposal of the Business’ confidential information as described in clause 12.1. The Customer must treat and keep the information securely in order to avoid the information unintentionally becoming known to others.

12.3 Duration. The Customer’s obligations pursuant to clause 12.1-12.2 apply for the duration of the parties’ business relation and without any time limitation after the expiry of the business relation regardless of the reason therefore.

13. Applicable Law and Venue

13.1 Applicable Law. The parties’ business relation is in all aspects subject to Danish law.

13.2 Venue. Any dispute that may arise in connection with parties’ business relation must be decided by the City Court of Copenhagen as the court of first instance.