Order – a statement of intent to purchase Goods, submitted by the Buyer to the Seller, specifying the expected terms of sale, including the type and quantity of Goods, price, delivery terms, and payment conditions.

Buyer – Comodeus Sp. z o.o., a company having its registered office at ul. Grzybowska 87, 00-844 Warsaw, Poland, registered in the Register of Entrepreneurs of the National Court Register under KRS number 0001120641, NIP 5273124979, REGON 529342449.

Seller – Any business entity, including a company, organizational unit lacking legal personality, or an individual carrying out business activities, which supplies products to the Buyer pursuant to a Sales Agreement and in accordance with these General Purchasing Conditions.

Party / Parties – Either the Buyer or the Seller when referred to individually, or both jointly when referred to collectively.

Goods – Food products expressly identified in the GOODS section of the Sales Agreement, which constitute the subject of the contractual relationship between the Parties.

Purchase Agreement – A contract executed on the Buyer’s standard template, under which the Seller agrees to transfer ownership of the Goods to the Buyer, and the Buyer commits to pay the agreed consideration, subject to the Essential Conditions.

Essential Conditions – The fundamental terms of the Purchase Agreement, comprising in particular the description and technical specification of the Goods (together with required documentation), quantities, pricing, delivery deadlines, and payment deadlines. . §1. GENERAL PROVISIONS

1. These General Purchasing Conditions form an inseparable part of each Sales Agreement, irrespective of whether the Sales Agreement makes express reference to them. 2. The contractual relationship between the Parties shall be governed solely by the Sales Agreement together with these General Purchasing Conditions. Any other terms, regulations, or conditions—including those applied by the Seller, trade associations, commodity exchanges, or third parties—are hereby excluded and shall not apply, even if invoked by the Seller expressly or by implication. Any changes to the Sales Agreement shall be valid only if made in written (documentary) form and approved by both Parties; otherwise, such changes shall have no legal effect. 3. Except as provided in Clause 4 below, any deviation from or limitation of these General Purchasing Conditions may be agreed exclusively within an individual Sales Agreement. In case of any discrepancy between the provisions of a Sales Agreement and these General Purchasing Conditions, the provisions of the Sales Agreement shall take precedence. 4. The Buyer reserves the right to modify these General Purchasing Conditions at its sole discretion. Such modifications shall apply prospectively only and shall not affect Sales Agreements already executed. For each Sales Agreement, the version of the General Purchasing Conditions in force on the date of the Buyer’s execution of the Sales Agreement shall apply, or, if no execution date is specified, the version effective on the date the Sales Agreement is concluded. 5. Any failure or delay by the Buyer in exercising any right arising under these General Purchasing Conditions or applicable law shall not constitute a waiver of such right, nor shall it limit the Buyer’s ability to exercise such right later.

§2. CONCLUSION OF THE SALES AGREEMENT

1. A Sales Agreement shall be considered valid and binding only if executed at least by the Buyer, acting through persons duly authorized to represent the Buyer, in particular members of the Management Board or duly appointed commercial proxies acting within the scope of their authority. The Sales Agreement shall be regarded as concluded in the following cases: a. where the Buyer issues an Order using its own Sales Agreement template – at the moment the Seller signs the document and delivers it back to the Buyer. b. where the Buyer places an Order by means other than the Buyer’s template, including telephone or electronic communication – upon the lapse of three (3) days from the date on which the Buyer transmits a signed Sales Agreement template to the Seller, provided that such template reflects the Essential Conditions of the Order, unless the Seller executes and returns the document earlier; c. where the Sales Agreement executed by the Buyer deviates from the Order with respect to the Essential Conditions – upon countersignature of the Sales Agreement by the Seller and its return to the Buyer. 2. The conclusion of a Sales Agreement does not require an original hard copy and may be effected in documentary form, including by transmission of a signed electronic scan by email to the address indicated in the Sales Agreement. 3. If a Sales Agreement signed by the Buyer differs from the Order or prior arrangements solely in non-material terms, such deviations shall be deemed accepted by the Seller unless the Seller notifies the Buyer by email of its objections or proposed amendments within three (3) days. Any objections raised by the Seller shall be effective only if expressly approved by the Buyer; failing such approval, no binding Sales Agreement shall arise. 4. Where the Seller, without raising objections, provides a separately signed sales document containing the agreed Essential Conditions and commences performance, the contractual relationship shall be deemed to exist based on the Buyer’s Sales Agreement and these General Purchasing Conditions. Any terms proposed by the Seller shall be ineffective unless expressly signed by an authorized representative of the Buyer.

§3. PRICE AND PAYMENT

1. The consideration payable for the Goods shall be expressed in the Sales Agreement either on a unit basis, by weight, or as a lump-sum amount. 2. All prices indicated in the Sales Agreement are exclusive of value added tax and any other public-law charges or levies, including taxes or duties imposed on the Seller under the laws of the country in which the Seller is established 3. Unless the Parties agree otherwise in writing, settlement of the price shall take place within thirty (30) days from the date the Goods are accepted by the Buyer, provided that payment shall not fall due earlier than fourteen (14) days following receipt by the Buyer of a properly issued VAT invoice in PDF format, delivered to the email address specified in the Sales Agreement. Payment shall be affected solely to a bank account disclosed on the VAT “white list,” where such requirement applies. 4. The Buyer reserves the right to settle invoices using the split payment mechanism in accordance with applicable VAT regulations, including mandatory split payment for goods covered by Appendix No. 15 to the VAT Act. 5. The Seller represents and warrants that the bank account stated on the invoice is enabled for split payment and, where required by law, is registered in the applicable VAT register. 6. The Buyer’s payment obligation shall be deemed fulfilled on the date on which the relevant amount is debited from the Buyer’s bank account. 7. In the event of a delay in delivery, and without limiting any other rights or remedies available under law or contract, the Buyer shall be entitled to: a. temporarily suspend performance of its obligations, including the suspension of payment; b. impose a contractual penalty amounting to 0.5% of the net value of the undelivered Goods for each day of delay, capped at a maximum of 15%; c. procure replacement Goods from third parties and seek compensation from the Seller for any resulting losses. 8. If the delay in delivery exceeds five (5) days, the Buyer may terminate the Sales Agreement in whole or in part without the need for additional notice and may claim agreed damages, including a penalty equal to 10% of the net value of the undelivered Goods, without prejudice to the Buyer’s right to pursue additional damages. 9. The filing of a complaint by the Buyer shall suspend the obligation to pay the price for the contested Goods until the final confirmation of the quantity of Goods free from defects. 10. The Buyer shall be entitled to set off any amounts owed to it by the Seller against amounts payable to the Seller by submitting a declaration in documentary form via email. 11. The Seller shall not be entitled to offset any of its claims against the Buyer’s claims without the Buyer’s prior written approval.

§4. DELIVERY AND TRANSPORT

1. Cross-border deliveries shall be performed in accordance with Incoterms® 2020. The same rules shall apply mutatis mutandis to domestic deliveries, unless the Parties expressly agree otherwise. 2. Where the applicable Incoterms® rule is not expressly indicated in the Sales Agreement, the delivery shall be deemed to take place under FCA terms pursuant to Incoterms® 2020. 3. At the time the Goods are made available or dispatched, the Seller shall hand over all documentation required under the Sales Agreement, together with any further documents reasonably requested by the Buyer. 4. The Seller undertakes to supply, without undue delay, any supplementary documents required by competent authorities, market operators, or regulatory bodies, no later than upon release of the Goods or within three (3) days from receipt of the Buyer’s request. 5. The use of FCA delivery terms shall not limit or exclude the Seller’s obligation to provide complete and accurate documentation relating to the Goods. 6. On the delivery date, the Goods must retain a remaining minimum shelf life equal to at least eighty percent (80%) of their total declared shelf life.

§5. COMPLAINTS

1. Where non-conformities of the Goods occur: a. in the case of qualitative non-conformities identified after acceptance, the Buyer shall be entitled to commission laboratory analyses at the Seller’s cost. The provisions of Article 563 §§ 1–2 of the Civil Code shall not apply; b. in the case of other non-conformities, including shortages or defects in packaging, notification by the Buyer alone shall be sufficient to assert a claim. 2. Analytical results obtained from testing initiated by the Buyer shall be considered conclusive and binding, if samples are taken in a proper and representative manner. Any tolerance or measurement uncertainty applied by the laboratory shall be excluded. 3. The Seller is obliged to provide its position on the complaint within three (3) business days from receipt of the test results. Failure to respond within this period shall constitute acceptance of the complaint in full. 4. If the established non-conformities concern ten percent (10%) or more of the delivered Goods, the Buyer shall be entitled to withdraw from the Sales Agreement in its entirety; where the affected quantity is lower, withdrawal shall apply only to the defective portion. In all cases, the Seller shall arrange collection of the affected Goods at its own cost within five (5) days. If the Seller fails to do so, the Buyer may dispose of or sell the Goods at its discretion and pursue reimbursement or damages from the Seller accordingly.

§6. CONFIDENTIALITY

The Seller undertakes to maintain the confidentiality of all information obtained from the Buyer in the course of negotiations or the execution of the Sales Agreement, including, without limitation, pricing data, except for information that was already in the public domain prior to disclosure. §7. FINAL PROVISIONS

1. These General Purchasing Conditions, together with all agreements arising hereunder, shall be governed by the laws of Poland. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded from application. 2. The Parties agree to first seek an amicable resolution of any dispute. The initiating Party shall provide written notice detailing the nature and estimated value of the dispute. 3. Should the Parties fail to resolve the matter within thirty (30) days from delivery of such notice, all disputes shall be submitted exclusively to the competent court having jurisdiction over the Buyer’s registered office. 4. If any provision of these General Purchasing Conditions is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect. The Parties shall replace the invalid provision with a valid one that most closely reflects its original economic and legal intent.

Comodeus Sp. Z o.o. Grzybowska 87 , "Concept Tower Bulilding", 00-844 Warsaw, Poland Contact: +48 500 213 138 Email: comodeus@comodeus.pl