Terms and Conditions / Purchase order and sales order

1. SCOPE Any purchase order placed by WMS Foods USA ("WMS") is subject to these General Terms & Conditions of Purchase unless otherwise explicitly agreed upon in writing. Supplier’s general terms and conditions, or any other documents provided by the Supplier, will not apply unless expressly accepted in writing by WMS.

2. PURCHASE ORDERS & PRICING Purchase orders made by phone or by WMS will always be confirmed in writing ("Purchase Order"). Suppliers must sign and return the purchase order within seven (7) working days. Non-return within this period implies acceptance of all terms, prices, and delivery schedules. Prices stated in the Purchase Order include packaging and all applicable expenses and fees.

3. DELIVERY TERMS & SHIPPING INSTRUCTIONS All delivery terms follow the latest INCOTERMS published by the International Chamber of Commerce. Unless otherwise agreed, the delivery terms default to Delivered Duty Paid (DDP). All shipments must be appropriately packaged, labeled per WMS instructions, and compliant with destination regulations. Suppliers must provide documentation verifying container condition as required by WMS.

4. DELIVERY REQUIREMENTS Delivery dates indicated on the Purchase Order must be strictly observed. Any deviation requires prior written approval from WMS. Partial or early deliveries require explicit consent from WMS. Suppliers must immediately notify WMS of delays, which may entitle WMS to cancel the Purchase Order without liability and seek related damages.

5. WARRANTIES & PRODUCT LIABILITY The Supplier guarantees goods to be merchantable, fit for human consumption, free from defects, compliant with all relevant laws and regulations, and conforming to WMS specifications, including minimum shelf-life requirements. Suppliers must maintain valid licenses and authorizations necessary for the goods' transport and import. Suppliers will be responsible for product recalls if required. WMS reserves the right to seek indemnification from the Supplier for third-party product liability claims related to delivered goods.

6. INDEMNIFICATION & INSURANCE: The Supplier agrees to indemnify and hold harmless WMS from all liabilities, claims, and losses resulting from breaches, intellectual property infringements, or negligent acts by the Supplier. The Supplier must maintain comprehensive general liability insurance, including product liability coverage, naming WMS as an additional insured party, with documentation provided upon request.

7. PAYMENT TERMS Payment terms are specified in the Purchase Order. If no specific terms are mentioned, payments default to net 30 days. WMS retains the right to offset or withhold payment against any outstanding Supplier claims. Suppliers are not entitled to suspend deliveries or demand fees for late payments.

8. FORCE MAJEURE Neither party shall be liable for delays or non-performance caused by events beyond their reasonable control, provided timely written notice and governmental verification. If such events persist for more than ten (10) weeks, either party may cancel the Purchase Order without penalty or compensation.

9. INTELLECTUAL PROPERTY & CONFIDENTIALITY All WMS intellectual property rights, including trademarks, logos, and trade names, remain the exclusive property of WMS. Suppliers may not use these without prior written consent from WMS. Suppliers agree to maintain confidentiality regarding all business-related information received from WMS, and they are using such information solely to fulfill purchase obligations.

10. GENERAL PROVISIONS If any term herein is deemed invalid or unenforceable, the remaining provisions will remain effective. Non-enforcement of a term by WMS does not waive future enforcement rights.

11. GOVERNING LAW & DISPUTE RESOLUTION Disputes shall be governed by American law under the jurisdiction of Florida, The United States of America. WMS reserves the right to seek arbitration through American Arbitration in Florida, The United States of America. Suppliers consent to resolve disputes involving WMS or its customers in the same jurisdiction or arbitration forum as disputes between WMS and its customers.

General Terms and Conditions of Sale

1. AGREEMENT SCOPE These General Terms and Conditions of Sale apply to all products and related services ("Products") sold by WMS Foods USA ("WMS") to you ("Buyer"), unless otherwise explicitly agreed upon in writing. Any terms proposed by the Buyer that differ from or add to these terms will not be binding unless expressly accepted by WMS Foods USA in writing.

2. PURCHASE ORDER AND ACCEPTANCE Purchase orders placed by the Buyer via phone or other methods are valid only upon receiving a written confirmation from WMS Foods USA ("Sales Confirmation"). Such confirmation constitutes a binding agreement between the parties.

3. PRICES AND PAYMENT Prices are as specified in the Sales Confirmation and include applicable packaging, transportation, and related costs unless otherwise stated. Buyer agrees to pay the full amount stated in the Sales Confirmation, regardless of market price changes.

**3.1 Payment terms are as indicated in the Sales Confirmation. Payment terms default to net 30 days from the invoice date without explicit terms.

4. DELIVERY TERMS AND SHIPPING WMS Foods USA will use commercially reasonable efforts to meet estimated shipping dates. However, these dates are approximate and not guaranteed, and delays do not entitle the Buyer to cancel the order, reject goods, or claim damages unless otherwise agreed in writing.

**4.1 Demurrage charges, if applicable, will be charged according to the relevant shipping or charter agreements.

5. NOTICE OF DEFECTS: The Buyer must provide written notice and proof of any defects within five (5) business days after the Product's release at the discharge port. Failure to comply waives any claims regarding defects.

6. CARGO INSURANCE Cargo insurance provided by WMS Foods USA, if applicable, will expire 15 days after the product arrives at the discharge port.

7. DEFAULT AND TERMINATION WMS Foods USA may immediately terminate the sale by giving written notice if:

• Buyer fails to timely make payment;
• Buyer breaches terms or conditions outlined herein;
• Buyer becomes insolvent or unable to fulfill financial obligations.

8. PRODUCT DEFECTS AND LIABILITY: Buyer must notify WMS Foods USA of defects within five (5) business days after goods are released from the port. Any claim arising from such defects must be supported with sufficient evidence.

9. LIMITATION OF LIABILITY WMS Foods USA is not liable for indirect or consequential damages, including loss of profits, arising from this Agreement or the Products sold.

10. RIGHT OF SET-OFF WMS Foods USA retains the right to set off any amounts owed by the Buyer against amounts payable to the Buyer.

11. FORCE MAJEURE WMS Foods USA shall not be responsible for delays or failures to perform resulting from circumstances beyond its reasonable control, including natural disasters, strikes, governmental actions, or other unforeseeable events.

12. CONFIDENTIALITY The Buyer agrees to keep confidential all commercial and proprietary information received from WMS Foods USA and not disclose such information to third parties without prior written consent.

13. INTELLECTUAL PROPERTY All intellectual property rights, including trademarks and logos, remain exclusively with WMS Foods USA. The buyer may not use such intellectual property without written consent from WMS Foods USA.

**13.1 Any unauthorized use of WMS Foods USA’s intellectual property rights is prohibited.

14. GOVERNING LAW AND ARBITRATION This Agreement shall be governed by and interpreted by the laws of Florida, The United States of America.

Any disputes arising under this agreement will be resolved through arbitration in Orlando, Florida, The United States of America, under UNCITRAL Arbitration Rules. Arbitration proceedings shall be conducted in English, limited to a three-day hearing, and the arbitrator's decision shall be final and binding without appeal.

15. COSTS AND FEES: The Buyer agrees to pay all legal and arbitration fees and associated costs incurred by WMS Foods USA related to enforcing these terms and conditions.

16. GENERAL PROVISIONS Failure by WMS Foods USA to enforce any provision hereof does not constitute a waiver of future enforcement. The invalidity of any provision does not affect the enforceability of the remaining provisions.