General Terms and Conditions of Purchase of ACTEGA Do Brasil

(May 2024)

1. General

The following terms and conditions (“Terms and Conditions”) together with the purchase order (“Order”) shall constitute the entire contract (“Contract”) between ACTEGA DO BRASIL, Inc (“Buyer”) and Seller and no agreement or other understanding in any way modifying the same will be binding unless made in writing signed by a duly authorized representative of each.

2. Purchase and Sale

Seller shall sell, transfer and deliver to Buyer the goods identified on the Order issued by Buyer (the “Goods”).

3. Price

The price for the Goods shall be that set forth on the Order. It includes all local and federal taxes, if any, applicable to the purchase order unless otherwise expressly stated herein. No charges will be allowed for containers, crating, boxing or bundling unless stated herein. If the purchase order carries no provision as to price, the price to be paid is to be the last quoted price or the market price at the time of delivery, whichever is lower.

4. Time and Place of Delivery

Seller shall deliver the Goods to Buyer F.O.B. delivery point unless otherwise noted on the Order and no later than the date specified on the purchase order. Seller and Buyer agree that time is of the essence. Certificate of Analysis must accompany each batch in the shipment, or, with prior agreement of Buyer, can be emailed prior to shipment to the quality department.

5. Invoice and Payment

Seller shall supply a separate packing slip and invoice reflecting the purchase order number, quantity, weight and/or volume (as appropriate) shipped for each shipment made pursuant to the purchase order. Buyer’s determination of the amount shipped shall be conclusive on any shipment not accompanied by such documentation. Invoices shall be paid according to negotiated terms. Payment and discount periods shall be computed from either of delivery of the goods or date of receipt by Buyer of correct invoices accompanied by a bill of lading, whichever is later.

6. Excess Product

Buyer will not be liable for Goods processed in excess of its Order nor for over shipments in excess of the amount specified and Buyer may return any over shipments at Seller’s expense, which shall include costs of delivery and return.

7. Warranties

In addition to all express and implied warranties, Seller expressly warrants that the Goods ordered and work covered by the purchase order will:

(a) conform to the specifications, drawings, samples, or other descriptions furnished or adopted by Buyer,

(b) be readily usable, within specifications,

(c) of good workmanship and materials,

(d) free from defect of any kind,

(e) be free from any liens or other encumbrances,

(f) not infringe on intellectual property rights of any third party and

(g) not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act as amended or any applicable State or Municipal law. Such warranties shall survive delivery, receipt, inspection, testing and acceptance by Buyer.

8. Inspection

Buyer may inspect the Goods at any time. If the Goods are defective in material or workmanship or otherwise not in conformity with the requirements of the Order, Buyer, in addition to its other rights, may reject the same in whole or in part for full credit or require prompt action or replacement at Seller’s risk and expense, including the costs of delivery and return.

9. Indemnification

Seller agrees to indemnify Buyer and to defend and hold Buyer harmless from and against any and all claims, losses, damages, and expenses (including reasonable attorneys’ fees) caused by or resulting from the actions of Seller, its agents or employees in performance of the Order or any breach of Seller’s warranties or from any breach of any other representation or obligation set forth in the order or these Terms and Conditions.

10. Risk of Loss

Seller assumes all risk of loss or damage to the Goods, work in process, and materials until delivery thereof to Buyer as provided in the Order. Seller further assumes all risk of loss or damage to third persons, or their property caused by the Goods, or Seller’s performance, until the delivery of the Goods as provided in the Order.

11. Force Majeure

Neither Buyer nor Seller shall be liable for delays or defaults in the performance of this Contract due to causes beyond its respective control, including, but not limited to Acts of God, accidents, riots, war, Government interference, embargoes, and strikes. Buyer and Seller shall notify the other in writing of the cause of any excusable delay promptly after the date it appears that such cause will make delay necessary. During the period of such delay by Seller Buyer may purchase its Goods elsewhere and at Buyer’s option ally such purchases to reduce the quantities due under the Order.

12. Termination and Other Rights

Buyer reserves the right to terminate its obligations under any order with Seller, or any part thereof, if

(a) Seller enters into any bankruptcy or insolvency proceeding or assignment for the benefit of Seller’s creditors or

(b) any delivery is not made within the time provided, or if no time is specified, within a reasonable time or if the Goods are delivered not as specified. Such termination right shall be in addition to Buyer’s other rights provided by law or equity including charging Seller with any loss caused by failure to deliver timely unless Buyer authorized deferred shipment or Seller experienced an event set forth in Section 11.

13. Work on Buyer’s or Customers Premises

If Seller’s work under the Order involves operations by Seller on the premises of Buyer or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or damage to property during the progress of such work and except to the extent that any such injury or damage is due solely and directly to Buyer’s or its customers negligence, as the case may be Seller shall pay the Buyer for all loss which may result in any way from any act or omission of the Seller, its agents, employees or subcontractors, and Seller shall maintain such Public Liability, Property Damage, and Employees Liability and Compensation Insurance as will protect Buyer from said risks and from any claims under any Workmen's Compensation end Occupational Disease Acts. In addition to applicable any labor, materials, equipment and supervision, Buyer may specify, Seller shall pay all Social Security and employment taxes. Before full payment and upon Buyer’s request, Seller shall furnish evidence satisfactory to Buyer showing payment for all materials and labor used for the performance of the Contract. Seller agrees that the labor furnished under the Order or contract will work in harmony and accord with other labor groups engaged on Buyer’s premises.

14. Confidentiality

Seller shall not disclose any information concerning the Order to any person to whom such information is not necessary in connection with the performance of the Order, nor will Seller release any publicity concerning the same. For Seller’s failure to observe this provision, Buyer shall have the right, in addition to other rights provided by law or equity, to cancel all orders with Seller without any further liability thereunder.

15. Modification

No modification in the delivery schedule, price, quantity, specifications or other provision of the Order will be effective unless agreed to in writing and signed by Buyer’s authorized representative.

16. Assignment

Seller shall not assign its rights or delegate its duties hereunder or any interest therein or any rights hereunder without the prior written consent of Seller, and any such assignment, without such consent, shall be void.

17. Non-Waiver of Rights

No delay or failure on the part of Buyer exercising any rights under the Order and no partial or single exercise thereof shall constitute a waiver of such rights or of any other rights hereunder.

18. Applicable Law

The laws of the Federal Republic of Brazil.

19. Place of Jurisdiction

Place of jurisdiction shall be Sao Paulo, Brazil.