GENERAL TERMS AND CONDITIONS

This document, entitled General Terms and Conditions (hereinafter: GTC), contains the general terms and conditions within the meaning of Section 6:77 of Act V of 2013 on the Civil Code (hereinafter: Civil Code) that apply to contracts concluded for the products sold by the Seller to the Buyer. Terms that differ from these may be applied only on the basis of an express, separate written agreement between the parties. The Seller and the Buyer are hereinafter jointly referred to as the Parties or the Contracting Parties.

The GTC apply to all legal transactions concluded by Madagascar Aromas Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság. They form an inseparable part of the resulting sales contracts and, unless the Parties expressly agree otherwise, apply and govern without restriction.

1. Details of the SELLER, Madagascar Aromas Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság:

Company name: Madagascar Aromas Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság (Madagascar Aromas Trading and Service Limited Liability Company)
Abbreviated company name: Madagascar Aromas Kft.
Company registration number: 13-09-241438
Tax number: 24729110-2-13, EU VAT number: HU24729110
Court of registration: Budapest Környéki Törvényszék Cégbírósága (Company Registry Court of the Budapest Environs Regional Court)
Registered office: 2724 Újlengyel, Petőfi Sándor utca 41., Hungary

2. General provisions, subject of the contract

The Buyer may place an order in writing only (fax, email, letter, or webshop order); the contract is formed upon the Seller's confirmation.

An order placed through the webshop (https://shop-madagascararomas.eu) is deemed a written order. The prices, discounts, payment methods (cash on delivery, advance bank transfer based on a pro forma invoice, online card payment), and shipping fees shown in the webshop govern orders placed through the webshop and, in the event of a discrepancy, take precedence over Sections 4 and 6 of these GTC.

The subject of these GTC is the vanilla beans distributed by the Seller (hereinafter: Product or Products), of the name and quantity precisely specified in the order sent by the Buyer in the written form described above. The Products are high-quality Products imported directly from Madagascar.

The provisions of these GTC apply to all facts and legal relationships arising between the Seller and the Buyer and to all legal declarations made. Any terms of the Buyer that conflict with or differ from these GTC do not become part of the individual contract. The later deletion or possible invalidity of any provision of these GTC does not affect the validity of the remaining provisions or the content of individual contracts already concluded or performed; any invalid provision must be amended so as to achieve its purpose, or declared effective for the purpose of settlement.

Hungarian law governs the individual contracts concluded by the Seller under these GTC, the related legal relationship, and all legal declarations made.

Acceptance of these GTC by the Buyer is a precondition for purchasing the products delivered and sold by the Seller. The Buyer is deemed to have accepted the GTC if the Buyer makes an offer to purchase the product or takes possession of it. Payment of the purchase price by the Buyer, even in part, is proof of acceptance of the GTC.

The Seller is entitled to amend these GTC unilaterally. The Parties record that the Buyer can learn the content of the GTC in force at any time through the Seller's websites (https://shop-madagascararomas.eu/, https://madagascararomas.com/). These GTC govern and form part of every individual contract, unless a joint written agreement between the Seller and the Buyer provides otherwise. In the event of such a deviation, the terms recorded in writing in the individual contract prevail.

The Seller does not serve natural persons and does not accept orders from natural persons. The Seller sells the Product exclusively to companies and sole proprietors with a valid tax number, both in Hungary and abroad.

3. Formation of the contract

The individual contract is formed after the order has been placed by fax, email, letter, or webshop order, and the provisions of these GTC have thereby been accepted, upon the Seller's confirmation of the order (by fax, email, letter, or webshop order), in accordance with the content of that confirmation, at the time it is communicated to the Buyer. The Buyer's order may also refer to the content of an earlier price quote from the Seller, in which case the Seller's quote becomes part of the order.

By the individual contract, the Parties agree that the Seller sells and the Buyer buys the products listed in the Seller's order confirmation, in the quantity and at the purchase price indicated. The essential elements of the individual contract are contained in these GTC and in the order confirmation. The confirmation sent by the Seller is credible evidence of the type and quantity of the product that is the subject of the sales contract and of the amount of the purchase price.

The Seller is also entitled to fulfill the order without sending an order confirmation. In that case, the formation of the individual contract is evidenced by the delivery note issued for the goods received by the Buyer, and the amount of the claim by the invoice issued on the basis of the delivery note. Receipt of the goods is evidenced by the signature of the Buyer, or of the person authorized by the Buyer, on the delivery note. The Buyer is responsible for ensuring that the delivery note is signed by the person entitled to do so.

The Seller reserves the right to refuse to conclude the contract and to cancel the order, while notifying the Buyer, if there is doubt about the accuracy of the order data, or if its content is self-contradictory, unintelligible, or deviates from the provisions of these GTC.

The Seller reserves the right to modify its sales offer, with regard to price, quantity, delivery options, and deadline, until the order is confirmed. The Seller's suggestions for the use of its Products are based on its best knowledge; however, since it has no knowledge of the conditions under which the Buyer uses them, it gives no guarantee and accepts no liability in respect of their use by the Buyer.

If the contractual offer made by the Buyer is incomplete or ambiguous and, as a result, the Seller's performance of the contract is defective, all additional costs related to satisfying the warranty claim are borne by the Buyer.

4. Price of the Products

The Seller sells the Products in packages of 0.25 kg, 0.5 kg, and 1 kg. Prices are net prices per 1 kg of goods, in euros or Hungarian forints (according to the price quote sent by the Seller to the Buyer), and may change at any time until the specific order is confirmed. The Seller also sells the products in glass vials at a per-piece price.

If performance of a contract formed in accordance with these GTC is delayed by more than 30 days for reasons attributable to the Buyer, the Seller is entitled to the full purchase price, which becomes due on the 31st day. On that day, the risk of loss passes to the Buyer.

5. Performance of the contract

The Seller delivers the ordered Products in packages of 0.25 kg, 0.5 kg, and 1 kg, vacuum-packed for longer shelf life. The Seller also sells the products in glass vials at a per-piece price.

Products of the type and quantity ordered are delivered on the day confirmed by the Seller or within the delivery deadline individually agreed in advance between the Parties. For sales within Hungary, performance takes place either at the Seller's registered office or by shipment to the address indicated.

Where performance takes place at the Seller's registered office, the risk of loss passes to the Buyer upon performance, that is, upon handover of the Product to the Buyer. The Seller may also undertake to arrange delivery by courier service, in which case the risk of loss passes to the Buyer upon arrival at the delivery address, with the handover of the Product. Where delivery is arranged by the Seller, the Buyer must be present at the time of receipt and ensure that the Product is received. By written agreement, performance may also take place through personal pickup by the Buyer or through transport arranged by the Buyer, in which cases the risk of loss passes to the Buyer upon handover of the Product to the Buyer.

The Seller's written accompanying document may be a delivery note or an invoice (hereinafter: Document). The Buyer must check the quantity and quality of the shipment immediately upon receipt. If the Buyer finds that the delivered Product is damaged or incomplete in quantity, this fact must be recorded on the Document, on which the Buyer confirms receipt of the Product by signing it.

The Buyer (or its representative) confirms receipt of the Product by having the person entitled to receive the Product sign the Document to be returned to the Seller. The Buyer must ensure that the Product is received by the person entitled to do so. The Buyer is responsible for any error arising from this.

The Document issued in the course of delivery also serves as a certificate of performance. It is credible evidence of the type and quantity of the Product that is the subject of the sales contract, of the Seller's performance of the sales contract, and of the transfer of possession of the Product to the Buyer. The Document therefore forms part of the delivery of goods and contains, in addition to the Seller's details, the Buyer's identification data and the data of the delivered goods (order numbers, description of goods, quantities delivered, etc.).

For sales abroad, personal pickup is not possible; in this case the Product is delivered by courier service, as set out above.

6. Payment terms

The Parties record that the Products remain the property of the Seller until the Buyer has paid the full purchase price.

Payment for the Products:

• After handover, the Buyer must pay the Seller on the basis of the invoice or delivery note issued, in cash, by SEPA transfer, or by bank card.

Where possible, the Seller hands over the delivery note to the Buyer at the same time as issuing the invoice. In the event of late payment, the provisions of the Civil Code in force at the time the contract was concluded apply, with the proviso that where the law refers to the "central bank base rate," twice that rate is to be understood. In the event of late payment, the Seller calls on the Buyer once to perform; if this is unsuccessful, the Seller engages an attorney to enforce the claim and passes on to the Buyer the additional costs, charged at HUF 30,000 + VAT per hour, together with the flat-rate recovery cost of EUR 40 prescribed by law. If the payment delay exceeds 60 days, the Seller is entitled to refuse any further performance or the conclusion of any further contract.

Late issuance or late sending of the invoice expressly does not constitute default on the part of the creditor.

The invoice confirms the contents of the delivery note and, in addition, is credible evidence of the identity of the Seller and the Buyer, the type and quantity of the Product that is the subject of the sales contract, the legal title of the transfer of ownership (sale), the purchase price of the product, the legal title of the Seller's claim (purchase price), and the Seller's performance of the sales contract.

7. Shipping, shipping costs

For orders placed by the Buyer under these GTC or under an individual contract between the Parties, the Seller may charge the Buyer shipping costs for sales both within Hungary and abroad, and informs the Buyer of the amount in advance.

8. Handling of Buyer complaints

The Buyer must check the quantity of the Products that are the subject of the contract at the time possession is transferred, report any shortage to the Seller's representative, and notify the Seller in writing of any quantity-related warranty claim on the day possession is transferred. Failure to meet this deadline results in forfeiture of rights; a quantity-related warranty claim reported after the day possession is transferred cannot be enforced.

The Buyer must check the quality of the Products that are the subject of the contract within 2 working days of the transfer of possession at the latest, and must notify the Seller in writing of any quality-related warranty claim within 2 working days of the day possession is transferred at the latest. Failure to meet this deadline results in forfeiture of rights; a quality-related warranty claim reported more than 2 working days after the day possession is transferred cannot be enforced.

No warranty claim can be enforced regarding the quality and grade of a Product that are certified by the supplier's official documents.

In the written notice of the warranty claim, the Buyer must specify exactly which warranty claim it wishes to enforce, and may not later switch to a different warranty claim.

The Seller draws up a record of a warranty claim reported as described above. This record is credible evidence of the identity of the person making the report, the nature of the warranty claim (quantity or quality), the date of the report, and the warranty claim to be enforced. In the event of a dispute, the contents of the record prevail with regard to these circumstances.

If the Buyer's warranty claim is well founded, the Seller is primarily obligated to replace the Product. The Seller accepts liability for damage resulting from the delivery of a defective or incomplete Product only where it is proven to be attributable to the Seller.

9. Canceled orders

If a canceled order is not voided within the period fixed in advance, the Seller is entitled to invoice the outstanding amount or to withdraw from the unperformed part of the contract. In that case, the Seller is entitled to 30% of the order value as liquidated damages. An order is considered voided if, before the Product is shipped, the Seller acknowledges the cancellation of the order without claiming liquidated damages.

10. Retention of title

The Seller retains title to the delivered Products until the purchase price has been paid in full.

For as long as the Seller's title to the Product exists:

• the Buyer may act only with priority given to the Seller's interests, and in particular must inform the Seller of any circumstance (acts to be carried out in enforcement, bankruptcy, or liquidation proceedings, or the risk of such acts) that harms or endangers the Seller's reasonable economic interests;
• the Buyer must take, at its own expense, all measures necessary to protect the Seller's economic interests;
• if the Seller's retention of title is endangered, the Buyer must return the delivered Products to the Seller without delay, and no later than 2 working days after the danger arises.

If, despite the above, the Buyer acquires title to the delivered Products before paying the full purchase price by using them in a finished product, the Buyer must, within 3 days, use the purchase price received from the sale of the Products, or from the sale of the new item created by processing, transforming, combining, or mixing the products, to pay the Seller the outstanding purchase price of the products; the Buyer pledges this purchase price claim as security for the Seller's claim.

11. Unforeseeable circumstances (Force Majeure)

The Parties are released from liability for partial or total failure to perform their obligations under these GTC if the failure is the result of force majeure.

Force majeure covers all events that arise after these GTC have been accepted and that are of such an extraordinary nature that the Parties could not have foreseen them or avoided them by any reasonable measure. Such extraordinary events include in particular flood, fire, earthquake, or other natural disaster, as well as epidemics (human or animal), war, military action, acts of terrorism, measures taken by the authorities, or any other circumstance beyond the reasonable control of the parties.

In addition, the Parties also regard as force majeure events that occur for reasons beyond the Seller's control, such as a delay of the means of transport, or events attributable to a fault of the foreign supplier.

When such an event occurs, the affected party must notify the other party in writing of the nature and extent of the force majeure without delay after becoming aware of it, and within 7 days at the latest, and must do everything that can generally be expected of it to mitigate the damage arising from the force majeure.

In the event of force majeure, the performance deadlines for the order are extended by the duration of the force majeure, unless that duration is such that, also taking into account the subject of the contract, the Buyer no longer has an interest in performance. In that case, the Buyer is entitled to cancel the order. The parties must reach a new agreement on any change in terms resulting from the force majeure; otherwise the earlier agreement lapses, in which case the parties restore the situation that existed when the contract was concluded, enforce no further claims against each other, and expressly waive such claims. Termination with immediate effect is not permitted in the event of force majeure.

12. Limitation of liability

The Seller excludes all liability beyond its liability for damage caused intentionally, for damage to human life, physical integrity, or health, and beyond its product liability.

13. Final provisions

The valid and effective form for declarations relating to sales contracts concluded under these GTC is the written form, whose appropriate forms, accepted by the Parties, are email, fax, and postal mail. A sales contract cannot be amended or terminated orally or by implied conduct. The requirement of written form cannot be waived orally. If individual provisions of the GTC or of the individual contract should be invalid, this does not affect the validity of the contract as a whole. In such a case the invalidity must be remedied, and the Parties must, by amending the contract, bring into force a now valid provision that corresponds to their intention under the invalid part. Any invalidity applies only for the future; for the period before the invalidity is established, the contract must be declared effective and the performances rendered must be mutually settled.

A declaration relating to sales contracts concluded under these GTC is deemed delivered and communicated on the day after it is sent, if sent by fax or email, and, if delivered by letter, on the 5th working day after it is mailed as registered mail, even if it is returned marked "addressee unknown," "moved," "unclaimed," or similar (PRESUMPTION OF DELIVERY). The return receipt in itself is proof of delivery.

Matters not regulated in these GTC, and the interpretation of these GTC, are governed by Hungarian law, with particular regard to the provisions of Act V of 2013 on the Civil Code.

These GTC, and the version in force at any time, are available and can be downloaded from the websites https://shop-madagascararomas.eu and https://madagascararomas.com/.

These GTC are effective from October 4, 2026.

These GTC are a translation of the Hungarian version. In case of doubt, the Hungarian version prevails.