1.1 The name “Fodil Trading Co., Limited” in Hong Kong under registration number

1.2 The term “conditions” means the general conditions of sale of Fodil Trading Co., Limited.

1.3 The term “Vendor” means the Vendor / Supplier or a legal entity/natural person on behalf of the Vendor / Supplier.

1.4 The term “agreement” means the agreement and/or further or subsequent agreements between Fodil Trading Co., Limited  and the Vendor.

1.5 The term “force majeure” means, amongst other things, circumstances not attributable to Fodil Trading Co., Limited which prevent the fulfilment of an obligation. This will also be deemed to include (if and insofar as these circumstances make performance impossible or unreasonably difficult): Fodil Trading Co., Limited employee strikes or sickness, strikes by customs or other third parties involved in the agreement’s performance, breach of contract or a case of force majeure or unlawful action on the part of customers of Fodil Trading Co., Limited, carriers or other third parties involved in the agreement’s performance, traffic hold-ups, natural forces, war or mobilization, impeding measures of any authority, fire and other accidents in the Fodil Trading Co., Limited business, as well as other circumstances which result in it not being reasonable to demand performance/further performance by Fodil Trading Co., Limited of all or part of the agreement.

2.1 These general conditions apply in all cases in which Fodil Trading Co., Limited concludes an agreement with its supplier, hereinafter referred to as the “vendor”, regardless of the nature of the activities to be performed by Fodil Trading Co., Limited , as well as to the statements (including offers, and offer requests and acceptances) which the parties make within the scope of this.

2.2 The provisions of these general conditions do not affect the right of Fodil Trading Co., Limited to also exercise rights assigned by legislation or a treaty which are not described here.

2.3 Departures from these conditions only apply if explicitly agreed in writing. Such departures have no effect on other existing/future agreements.

2.4 The applicability of any general conditions of sale adopted by the Vendor is explicitly excluded.

2.5 These general conditions may be invoked by any person engaged by Fodil Trading Co., Limited within the scope of the agreement’s performance.

2.6 Fodil Trading Co., Limited is entitled to amend these conditions at any time.

3.1 An agreement between Fodil Trading Co., Limited and the Vendor will only be deemed to have been established after Fodil Trading Co., Limited has confirmed in writing a tender, offer or price quotation from the Vendor by placing an order or after Fodil Trading Co., Limited has paid all or part of the purchase price.

3.2 Fodil Trading Co., Limited  will not be bound until the agreement has been established in the manner referred to in article 3.1. The Vendor cannot derive any rights from the relationship with Fodil Trading Co., Limited  until the agreement has been established.

3.3 The Vendor may only amend or supplement the agreement if the amendment or supplement has been explicitly agreed in writing between Fodil Trading Co., Limited  and the Vendor.

3.4 If there is justification for doing so, Fodil Trading Co., Limited will be entitled to make changes or additions to the agreement, or in particular the size or properties of the goods to be delivered and the vendor will be obliged to agree to any such change or addition, unless this cannot reasonably be demanded of the party.

3.5 Before complying with a request for a change to the order, the Vendor must immediately inform Fodil Trading Co., Limited  of the possible consequences for the agreed price and the delivery date. In the event of changes leading to an increase or decrease in the costs, any resulting change in the purchase price must be agreed in writing between the parties.

3.6 In the case of an order change affecting the quantity or volume of goods to be delivered, the price will only be adjusted on a pro rata basis.

3.7 The Vendor will be obliged to notify Fodil Trading Co., Limited  promptly in writing of proposed changes in the construction, method of production or design of the goods to be delivered.

3.8 The content of the agreement will only be proven by the order confirmation and any changes or additions to it from Fodil Trading Co., Limited.

4.1 The agreed price includes all the costs incurred in relation to the goods up to and including delivery.

Unless explicitly stipulated otherwise, the agreed price will include taxes, other levies, packaging,

transport costs, delivery costs and goods in transit insurance.

4.2 The Vendor may never unilaterally change the agreed price, unless the written agreement states the circumstances which may lead to price adjustments and determines the manner in which the adjustment is to be made.

4.3 If and insofar as it has been agreed that the Vendor is permitted to oncharge Fodil Trading Co., Limited for price increases resulting from increases in the price of the Vendor’s raw materials, and so forth, the price increase may only be oncharged six months after Fodil Trading Co., Limited has received written notice of the increase.

Within the aforementioned period, Fodil Trading Co., Limited will be entitled to terminate/dissolve the agreement with immediate effect in response to the announced increase, without being obliged to pay compensation for costs or losses.

5.1 Payments must be made in the agreed currency.

5.2 In the event of Fodil Trading Co., Limited for any reason not paying the purchase price, the Vendor will grant Fodil Trading Co., Limited a further period for payment of at least 14 days. Excluding in a case of force majeure, Fodil Trading Co., Limited will only be deemed to be in default if it fails to pay the purchase price within this period, after having been served written notice of default granting a period of at least 14 days.

5.3 Fodil Trading Co., Limited will be entitled to deduct amounts it owes the Vendor from amounts it is owed on any grounds by the Vendor.

5.4 In the event of the Vendor failing in any way to fulfil an agreement, Fodil Trading Co., Limited will be entitled to suspend payment of an amount and defer performance of any other action, without judicial intervention and without prior notice to that effect being required.

5.5 Payment by Fodil Trading Co., Limited does not in any way signify the waiver of rights.

6.1 If it has been agreed that Fodil Trading Co., Limited will make an advance payment on the price, each time a component of the price becomes due, a corresponding component of the advance will be set off,

regardless of whether the claim for payment of the price has been transferred to a third party.

6.2 In the event of failing to deliver goods which conform to the agreement, within the agreed period, to the agreed location and regardless of whether the failure can be attributed to it, the Vendor will owe statutory commercial interest, as referred to in article 6:119a of people of republic of china , plus 1% interest per calendar month, on the advance, for the period that the failure continues, whereby part of a month will count as a whole month.

6.3 In the event of Fodil Trading Co., Limited or the Vendor terminating the agreement in accordance with articles 11.3 and 12, the Vendor must refund the advance to Fodil Trading Co., Limited within seven days of the termination; in the event of failing to do so the Vendor will owe statutory commercial interest, as referred to the law of people republic of china, plus 1% interest per calendar month, on the advance, starting seven days after termination, whereby part of a month will count as a whole month.

7.1 The delivery will be deemed to have taken place on the date that Fodil Trading Co., Limited took receipt of the goods at the agreed location.

7.2 The delivery dates stated in the order confirmation are binding. In the event of failing to deliver goods which conform to the agreement, within the agreed period, to the agreed location, the Vendor will be in default without any notice being required. The vendor will be liable for any losses suffered by Fodil Trading Co., Limited, such as those resulting from the purchase of replacement goods and loss of profits, as a result of the vendor’s failure to deliver on time. Moreover, following notice of default granting a period of two weeks, Fodil Trading Co., Limited will be entitled to deem the agreement terminated. The termination will not only cover goods as yet undelivered but also goods already delivered on the basis of the same purchase agreement, if these goods can no longer be used effectively as a result of the failure to deliver the remaining goods.

7.3 Upon the purchase agreement’s termination, Fodil Trading Co., Limited will be entitled to return to the vendor, at the vendor’s risk and expense, any goods which can no longer be used effectively which have already been delivered on the basis of the same purchase agreement, and to reclaim from the vendor payments already made for the goods concerned.

7.4 Fodil Trading Co., Limited will be entitled to postpone delivery. The Vendor will store separately and identifiably, in proper packaging any goods which have already been produced and will preserve, secure and insure them. Fodil Trading Co., Limited will not incur any costs for this during the first four weeks. The Parties will hold timely consultations in connection with any costs payable by Fodil Trading Co., Limited for storage after a period of four weeks. The starting point for any such storage costs will be the usual rate in the sector, payable from four weeks after the date on which the goods were ready for shipping or, if later, payable from the delivery date agreed in the purchase agreement.

7.5 If the agreement calls for the goods to be supplied by the Vendor in more than one delivery, the Vendor must keep sufficient stocks to fulfil its obligations to Fodil Trading Co., Limited and, on request, will immediately deliver the quantity of goods indicated by Fodil Trading Co., Limited.

8.1 The title to the goods and the associated risk will be transferred from the Vendor to Fodil Trading Co., Limited  at the time of delivery.

9.1 Although not obliged to do so, Fodil Trading Co., Limited will be entitled, at its own expense, to inspect the goods and/or arrange for them to be tested at any time during their production, processing and storage, as well as after delivery. Immediately upon being requested to do so, the Vendor will provide Fodil Trading Co., Limited or the latter’s representative with access to the production, processing or storage location. The Vendor will cooperate free of charge in the testing.

9.2 If testing as referred to in this article cannot take place at the intended time owing to the Vendor’s actions, or if a test has to be repeated, the resulting costs incurred by Fodil Trading Co., Limited will be payable by the Vendor.

9.3 In no case will Fodil Trading Co., Limited lose its right to invoke a breach of the agreement in the event of the goods not corresponding with the agreement or any specifications stipulated by Fodil Trading Co., Limited.

9.4 In the event of rejecting the goods following their arrival and taking delivery of them, or finding them unacceptable upon inspection, Fodil Trading Co., Limited will notify the Vendor to that effect within a reasonable period. Within five days of the aforementioned notification, the Vendor will repair or replace the delivered goods and collect the rejected goods at its own expense from Fodil Trading Co., Limited. In the event of the Vendor failing to comply with this obligation, Fodil Trading Co., Limited will be entitled to purchase the required goods from a third party and to deliver or arrange for the delivery of the rejected goods to the Vendor at the Vendor’s expense, without detriment to any other rights or claims.

9.5 Following termination, the vendor will immediately be obliged to refund Fodil Trading Co., Limited  any amounts already paid towards the purchase price as well as any other amounts.

10.1 The Vendor guarantees that the goods fully conform to the agreement and any further specifications stipulated by Fodil Trading Co., Limited and that they are suitable for their intended purpose.

10.2 The Vendor explicitly guarantees, possibly contrary to the agreed Incoterm, that the goods and their packaging/method of packaging are suitable for transport to the agreed destination and conform to all relevant national and international regulations under public law, such as, but not limited to, veterinary, health or import regulations.

10.3 By way of supplement to article 10.2, the Vendor explicitly guarantees, possibly contrary to the agreed Incoterm, that the goods will remain sound, tradable and suitable for human consumption for a period of at least 30 days after their arrival at the designated destination.

10.4 The Vendor must provide Fodil Trading Co., Limited with the required documentation and other documentation within the period agreed. If necessary, the Vendor will be obliged to provide product information in English with the delivered goods at no extra charge.

10.5 The Vendor will be liable for any losses resulting from defects in goods it has delivered. The Vendor’s liability also covers damage to third-party goods, trading losses and other indirect consequential losses which Fodil Trading Co., Limited or third parties suffer.

11.1 If  Fodil Trading Co., Limited is unable to fulfil its obligation(s) to the Vendor, performance of the obligation(s) will be suspended for the duration of the case of force majeure. Fodil Trading Co., Limited  will inform the Vendor immediately of the case of force majeure.

11.2 If any circumstances occur or become foreseeable which would prevent fulfilment of its obligation to deliver on time, the Vendor must notify Fodil Trading Co., Limited to that effect immediately in writing, indicating the nature of the circumstance or circumstances, the measures it has taken or will be taking and the probable duration of the delay; in the event of failing to do so, the vendor will subsequently no longer be entitled to invoke the circumstance or circumstances concerned.

11.3 If the case of force majeure lasts thirty days or longer, both Fodil Trading Co., Limited  and the Vendor will be entitled to terminate the agreement entirely or partially by written notice and without any judicial intervention being required, insofar as the goods have not yet been delivered.

11.4 In no case will Fodil Trading Co., Limited be obliged to pay compensation or make any other payment, if it terminates the agreement on the grounds stated in this article.

11.5 If Fodil Trading Co., Limited has already partially fulfilled its obligations upon commencement of the case of force majeure, it will be entitled to reclaim the part already fulfilled and the vendor will be obliged to implement this with immediate effect.

12.1 In the event of the Vendor failing to fulfil completely, properly and on time any obligation arising from the agreement, other agreements, or these conditions, the Vendor will be in default, without any notice of default being required, and Fodil Trading Co., Limited  will be entitled, without being obliged to pay compensation of any kind and without detriment to its further rights, to suspend, with immediate effect and without judicial intervention, the performance of all its obligations and/or to terminate entirely or partially the agreement and/or other agreements with the vendor, and/or to demand compensation and/or performance. In such a case, Fodil Trading Co., Limited will also be entitled to demand from the vendor payment at once of any amounts Fodil Trading Co., Limited has paid.

12.2 In the event of termination by Fodil Trading Co., Limited , at its discretion Fodil Trading Co., Limited may opt for compensation in the form of:

a. any adverse difference between the contract price and the market value of the goods concerned on the date of non-performance, or;

b. the difference between the contract price and the price of the covering purchase;

without this affecting the right of Fodil Trading Co., Limited  to additional or alternative compensation.

12.3 Moreover, without being obliged to pay compensation of any kind and without detriment to its further rights, Fodil Trading Co., Limited  will be entitled, with immediate effect and without judicial intervention, to terminate the agreement with the Vendor, if:

a. the Vendor has been granted a moratorium or is insolvent, or this is impending, or if any part of its assets is subject to attachment;

b. the Vendor ceases its operations, decides to go into liquidation, otherwise loses its legal

personality or transfers or merges its business; without this affecting the right of Fodil Trading Co., Limited  to additional or alternative compensation. In such cases all claims of Fodil Trading Co., Limited  against the vendor will be immediately due and payable.

12.4 In the event of Fodil Trading Co., Limited  being obliged for any reason to pay the Vendor compensation/damages, the amount will always be limited to the amount paid under the business liability insurance in the case concerned and, insofar as the claim is not paid by the insurer, to the amount of the purchase price (exclusive of turnover tax) and/or other levies but in any case subject to a sum not exceeding 20000US Dollars.

13.1 The Vendor requires Fodil Trading Co., Limited written consent to transfer an obligation based on the legal

relationship with Fodil Trading Co., Limited to a third party. ICSC Group may attach conditions to any such consent.

14.1 The Vendor indemnifies Fodil Trading Co., Limited  against the financial consequences of any third-party claims connected in any way with the performance of its obligations arising from the agreement. Fodil Trading Co., Limited will notify the vendor immediately and send the necessary details, if such a third-party claim is brought against Fodil Trading Co., Limited . The loss will also be deemed to include judicial and extrajudicial costs Fodil Trading Co., Limited  has been obliged to incur to defend itself against third-party claims.

14.2 The indemnification also covers damage to third-party goods, trading losses and other indirect consequential losses which Fodil Trading Co., Limited or third parties suffer.

15.1 Without any demand or further notice of default being required, in the event of failing to deliver goods which conform to the agreement, within the agreed period, to the agreed location, the Vendor will owe Fodil Trading Co., Limited an immediately due and payable penalty of 1% of the agreed price of the goods, plus any turnover tax, up to a sum not exceeding 50% of the agreed price, for each day that the failure continues. If delivery has become permanently impossible, the whole penalty will be due at once.

15.2 The penalty will go to Fodil Trading Co., Limited without detriment to and in addition to any other rights or claims, including claims for compensation.

15.3 Fodil Trading Co., Limited may set off the penalty against any amounts owed by Fodil Trading Co., Limited.

16.1 Insofar as Fodil Trading Co., Limited makes use of the services or products of auxiliary persons for the performance of its obligations arising from these conditions or the agreement, these conditions will likewise apply as far as possible on their behalf vis-à-vis the Vendor.

19.1 All claims against Fodil Trading Co., Limited will in any case become prescribed one year after the date of the agreement.

20.1 All dispute shall be submitted to the China Nansha International Arbitration Center, and the Guangzhou International Arbitration Model Process guide are used for arbitration to finally solve the problem.

21.1 Unless prevented by mandatory law, any disputes arising between Fodil Trading Co., Limited and the vendor which are subject to these general conditions will be settled by the court with jurisdiction in the region in which Fodil Trading Co., Limited  is registered, without detriment to the right of Fodil Trading Co., Limited to institute legal proceedings against the vendor in a court which has jurisdiction in other respects.