GENERAL CONTRACT TERMS

This document entitled General Terms and Conditions (hereinafter: GTC) contains the general terms and conditions according to § 6:77 of Act V of 2013 on the PTK applied during contracts concluded with respect to products sold by the Seller to the Buyer, from which different conditions may only be applied based on the express separate written agreement of the parties. Seller and Buyer hereinafter, collectively: Parties or Contracting Parties.

The scope of the General Terms and Conditions covers all legal transactions concluded by the Madagascar Aromas Limited Liability Company and, as an inseparable part of the resulting sales contracts, is applicable and governing without restriction unless expressly agreed otherwise by the Parties.

1. Data of Madagascar Aromas Limited Liability Company as SELLER:

Company name: Madagascar Aromas Commercial and Service Limited Liability Company

Abbreviated company name: Madagascar Aromas Limited Liability Company

Company registration number: 01-09-419733

Tax number: 24729110-2-41

Registration body: Company Court of the Capital City Court

Headquarters: 2724 Újlengyel, Petfő Sándor utca 41.

2. General provisions, subject of contract,

The customer can only place their order in writing (fax, e-mail, letter).

The subject of these General Terms and Conditions is the vanilla bean marketed by the Seller (hereinafter: Product or Products) with the exact name and quantity specified in the order delivered by the Buyer in the above-written form. The Products are high-quality products imported directly from Madagascar.

The provisions set out in these General Terms and Conditions must be applied to all facts and legal relationships between the Seller and the Buyer, as well as legal declarations made. Terms and conditions of the Buyer that conflict with or differ from these GTC do not become part of the individual contract. The subsequent cancellation or possible invalidity of any provision of these General Terms and Conditions does not affect the validity of the other provisions and the content of the created or completed individual contracts; the potentially invalid provision must be amended to fulfill its purpose or be declared effective for settlement purposes.

Individual contracts concluded by the Seller on the basis of these GTC, related legal relationships, and all legal declarations are governed by Hungarian law.

Acceptance of the provisions of these GTCs by the Buyer is a prerequisite for the purchase of products delivered and sold by the Seller. The provisions of the General Terms and Conditions shall be considered accepted if the Buyer makes an offer to purchase the product or takes possession of it. Acceptance of the provisions of the General Terms and Conditions is confirmed if the Buyer fulfills the purchase price even in part.

The seller is entitled to unilaterally modify the provisions of these GTCs. The parties note that the Buyer can find out about the contents of the GTC in force at all times via the Seller's website (https://shop-madagascararomas.eu, https://madagascararomas.com/). These General Terms and Conditions govern all individual contracts and are part of them, provided that the joint written agreement of the Seller and Buyer does not provide otherwise. In the event of such a deviation, the guidelines are set out in writing in the individual contract.

The seller does not serve natural persons and does not accept orders from natural persons. The seller only sells the Product to companies and sole proprietors with a valid tax number, both abroad and domestically.

3. Creation of the contract

The individual contract comes into effect after placing the order by fax, e-mail, or letter and thus accepting the provisions of these GTC, with confirmation of the order by the Seller (fax, e-mail, letter), according to the latter's content, at the time of communication with the Buyer. The Buyer's order may also refer to the content of the Seller's previous quotation, so the Seller's quotation becomes part of the Order.

With the individual contract, the Parties agree that the Seller will sell and the Buyer will buy the products included in the confirmation of the order by the Seller in the indicated quantity and purchase price. The essential elements of the individual contract are contained in these GTCs and order confirmations. The confirmation sent by the Seller credibly certifies the type and quantity of the product that is the subject of the sales contract, as well as the purchase price.

The seller is entitled to complete the order without sending a confirmation of the order. In such a case, the conclusion of the individual contract is confirmed by the delivery note issued for the goods received by the Buyer, and the amount of the claim is confirmed by the invoice issued on the basis of the delivery note. The receipt of the goods is confirmed by the signature of the Buyer or the person authorized by him on the delivery note. It is the buyer's responsibility to have the delivery note signed by the person authorized to do so.

The Seller reserves the right to refuse to enter into a contract, to cancel the order, and to notify the Buyer if the authenticity of the order data is in doubt, if its content is contradictory, incomprehensible, or deviates from the provisions of these Terms and Conditions.

The seller reserves the right to modify their sales offer until the order is confirmed, taking into account the price, quantity, delivery option, and deadline. The Seller's recommendations regarding the use of its Products are based on the best knowledge; however, in the absence of knowledge of the conditions used, it does not assume any guarantee or responsibility for use by the Buyer.

If the contractual offer made by the Buyer is incomplete or unclear, and as a result, the performance of the contract by the Seller is faulty, all additional costs related to the fulfillment of the warranty claim shall be borne by the Buyer.

4. The price of the Products

Products for sale, sold in 0.5 KG and 1 KG packages. The prices are for net 1 KG of goods, in euros or forints (according to the quotation sent by the Seller to the Buyer), and may change at any time until the confirmation of the specific order.

The minimum order quantity of the Product is 0.5 KG.

If you order a larger quantity of the Product for sale, you will receive a discount on the price of the Product. Accordingly, orders of 5 KG or more receive a 5% discount, while orders of 10 KG or more receive a 10% discount.

If the performance of the contract concluded in accordance with the provisions of these General Terms and Conditions is delayed for more than 30 days due to the fault of the Buyer, the Seller is entitled to the full purchase price, and the full purchase price becomes due on the 31st day. On this date, the risk of damage is transferred to the Buyer.

5. Fulfillment of the contract

For sale, the ordered Products are delivered in 0.5 and 1 KG packages, in vacuum packaging for a longer shelf life.

The delivery of the ordered type and quantity of Products takes place on the date confirmed by the Seller or within the individually determined, pre-agreed delivery deadline between the Parties. In the case of domestic sales, the service is performed either at the Seller's headquarters or by sending it to the specified address.

In the case of performance at the Seller's registered office, the risk of damage is transferred to the Buyer with the performance, more precisely, with the handing over of the Product to the Buyer. The Seller can also undertake the delivery he organizes - with a courier service - in which case the risk of damage is transferred to the Buyer upon arrival at the delivery address and upon delivery of the Product. In the case of delivery organized by the Seller, the Buyer is obliged to be present at the time of delivery and ensure the delivery of the Product. The performance, with a relevant written agreement, can be established by the Buyer's personal acceptance or during delivery organized by the Buyer, in which cases the risk of damage is transferred to the Buyer by handing over the Product to the Buyer.

A written receipt for the seller's accompanying goods can be a delivery note or an invoice (hereinafter referred to as the Receipt). The buyer is obliged to carry out a quantity and quality check immediately after receiving the shipment. If the Buyer determines that the delivered Product is damaged or lacking in quantity, this fact must be indicated on the Certificate, on which the Buyer confirms receipt of the Product with his signature.

The Buyer (or his representative) confirms the receipt of the Product in such a way that the person entitled to receive the Product signs the Certificate to be returned to the Seller. The Buyer is obliged to ensure that the authorized person takes over the Product. The Buyer is responsible for any resulting error.

The Certificate issued during the delivery is also considered proof of performance; it certifies the type and quantity of the Product that is the subject of the sales contract, the fulfillment of the sales contract by the Seller, and the transfer of ownership of the Product that is the subject of the sales contract to the Buyer (transfer of ownership). The receipt, therefore, forms part of the delivery of goods and contains, in addition to the Seller's data, the identification data of the Buyer, as well as the data of the delivered goods (order numbers, name of the goods, quantities delivered, etc.).

In the case of foreign sales, personal collection is not possible; in this case, the Product will be delivered by courier service, as explained above.

6. Payment terms

The parties agree that the Products will remain the property of the Seller until the Buyer has paid the full amount of the purchase price.

The payment of the consideration for the Products is adjusted to the ordered quantity and type, as follows:

• In the case of an order between 1 kg and 49 kg, the Buyer, based on the issued invoice or delivery note, is obliged to pay the consideration to the Seller in cash, by SEPA transfer, or by bank card.

• In the case of an order between 50 kg and 99 kg, the Buyer is obliged to pay the consideration to the Seller by bank transfer within a maximum of 15 days after the delivery, in addition to the issued invoice.

• In the case of an order over 100 kg, the Buyer must pay the consideration to the Seller by bank transfer within a maximum of 30 days after the delivery, in addition to the issued invoice.

At the same time as issuing the invoice, the Seller will, if possible, hand over the delivery note to the Buyer. In case of payment delay, the Civil Code. The provisions in force at the time of the conclusion of the contract shall apply by the fact that where the text of the law mentions "central bank base rate," it shall be understood as twice that. In the event of a payment delay, the Seller calls the Buyer on one occasion to comply, and in case of failure, he entrusts a lawyer with the enforcement of the claim. If the payment delay exceeds 60 days, the Seller has the right to refuse any further performance or conclusion of the contract.

Delayed issuance or sending of the invoice is expressly not considered a delay by the entitled party.

The invoice confirms the contents of the delivery note and at the same time certifies the identity of the Seller and the Buyer, the type and quantity of the Product that is the subject of the sales contract, the title of the transfer of ownership (purchase), the purchase price of the product, the title of the Seller's claim (purchase price), and fulfillment of the sales contract by the Seller.

7. Delivery, delivery costs

The SELLER will deliver the Product free of charge in the administrative area of ​​Budapest in the case of the Buyer's order in accordance with these General Terms and Conditions or the individual contract between the Parties. In the case of sales outside the administrative area of ​​Budapest or abroad, the Seller may charge the Buyer a shipping cost, the amount of which the Buyer will be informed in advance.

8. Customer complaint handling

The Buyer is obliged to check the quantity of the Products that are the subject of the contract at the same time as the transfer of ownership, to inform the Seller's representative of the shortage, and to notify the Seller of the warranty claim related to the quantity in writing on the day of the transfer of ownership. Failure to meet the deadline entails a loss of rights, and a quantity-related warranty claim reported after the day of transfer of ownership cannot be enforced.

The Buyer is obliged to check the quality of the Products that are the subject of the contract no later than two working days after the transfer of ownership and must notify the Seller in writing of the quality-related warranty claim no later than two working days after the day of the transfer of ownership. Failure to meet the deadline results in loss of rights, and quality-related warranty claims reported more than two working days after the day of transfer of ownership cannot be asserted.

Warranty claims arising in relation to the quality and class of the Product certified by the supplier with official documents cannot be asserted.

In the written notification of the warranty claim, the Buyer is obliged to specify exactly the warranty claim that he wishes to assert, which he may not later switch to another warranty claim.

The seller prepares a record of the warranty claim reported in accordance with the above, which credibly certifies the identity of the notifier, the nature of the warranty claim (quantity, quality), the reporting deadline, and the warranty claim to be asserted. In the event of a dispute, the guidelines for the above circumstances are contained in the minutes.

If the Buyer's warranty claim is thorough, the Seller is primarily obliged to replace it. The Seller is only liable for damages resulting from the delivery of a defective/defective Product in cases where it can be proven that the Seller is responsible.

9. Canceled orders

If a canceled order is not canceled within the predetermined period, the Seller has the right to invoice the outstanding amount or to withdraw the unfulfilled part of the contract. In this case, the Seller is entitled to 30% of the order value as a lump sum. Invalidation is considered to be the case if the Seller acknowledges the cancellation of the order prior to the delivery of the Product without a lump-sum claim.

10. Reservation of ownership

The seller retains ownership of the delivered Products until the purchase price is fully paid.

As long as the Seller has ownership over the Product:

• The Buyer can only act on the basis of the priority of the Seller's interests, so he is particularly obliged to inform the Seller of any circumstances (actions to be taken in execution, bankruptcy or liquidation proceedings, their risks) that harm or endanger the reasonable economic interests of the Seller.

• The Buyer is obliged to take all necessary measures at his own expense in order to protect the Seller's economic interests,

• if the Seller's right of ownership is endangered, the Buyer is obliged to return the delivered Products to the Seller immediately, but no later than within two working days after the occurrence of the danger, If, despite the above, the Buyer acquires ownership of the delivered Products by using them in the finished product before paying the full purchase price, then the Buyer must pay the purchase price from the sale of the Products or from the sale of a new thing resulting from the processing, conversion, merger or amalgamation of the products within 3 days of the products being in arrears. To pay the purchase price to the Seller, the Buyer pledges it as collateral for his claim.

11. Unforeseen circumstances (Vis Major)

Parties are exempted from responsibility for partial or complete failure to fulfill their obligations based on these GTCs if they occurred as a result of force majeure.

The concept of force majeure includes all events that arise after the acceptance of these GTC and events that are of such an extraordinary nature that the Parties could not have foreseen their occurrence or could not have avoided it by any reasonable measures. These extraordinary events include, in particular, flood, fire, earthquake, or other natural disaster, as well as epidemics (human, animal), war, military actions, acts of terrorism, actions of the authorities, or any other influence that the parties can expect. Circumstances beyond his control.

In addition to the above, the Parties also consider events that occur due to reasons beyond the control of the Seller as force majeure, such as the delay of the means of transport or which can be traced back to the fault of the foreign supplier.

When an event of this nature occurs, the affected party is obliged to notify the other party in writing of the nature and extent of the force majeure immediately after becoming aware of it, but no later than within 7 days, and is also obliged to do everything normally expected of it in order to mitigate the damages resulting from the force majeure.

In the case of force majeure, the delivery deadlines for the order are extended by the duration of the force majeure unless the duration of the force majeure is such that, taking into account the subject of the contract, performance is no longer in the Buyer's interest. In this case, the Buyer is entitled to cancel the order. In the case of a possible change of the conditions resulting from force majeure, the parties must agree again; otherwise, the previous agreement will be invalidated, in which case the parties will restore the state at the time of the conclusion of the contract; they will not enforce any other claims against each other, they will expressly waive it. There is no room for immediate termination in case of force majeure.

12. Limitation of Liability

The seller excludes its liability for damage caused intentionally, as well as damage to human life, physical integrity, or health, as well as any other liability beyond product liability.

13. Final Provisions

The valid and effective form of making declarations related to sales contracts concluded on the basis of these General Terms and Conditions is in writing, the appropriate form of which and accepted by the Parties is e-mail, fax, or mail. The possibility of amending or terminating the sales contract verbally or by implied behavior is excluded. The written requirement cannot be waived verbally. If certain provisions of the General Terms and Conditions or the individual contract are invalid, this will not affect the validity of the entire contract. In such a case, the invalidity must be remedied, and the Parties are obliged to amend the contract to put into effect the now valid provision according to their will regarding the invalid part. Possible invalidity can only be applied for the future; the contract must be declared effective for the period before the invalidity is established, and the performance must be mutually accounted for.

In the case of communication by fax or e-mail, the declaration related to sales contracts concluded under these GTCs shall be considered as delivered and communicated on the day after sending, in the case of delivery by letter, on the 5th working day after sending by registered mail, even if the "Recipient is unknown," "moved away" or "Didn't look for it"...etc. Will be returned with a notification (ASSUMPTION OF DELIVERY). The receipt alone proves the delivery.

Questions not regulated in these Terms and Conditions, as well as the interpretation of these Terms and Conditions, are governed by Hungarian law, in particular the provisions of Act V of 2013 on the Civil Code ("Ptk").

These Terms and Conditions, as well as their current version, are available and can be downloaded from the website https://shop-madagascararomas.eu, https://madagascararomas.com/.

These GTCs are effective from Jun 25, 2025.