Terms and Conditions

These General Terms hereinafter referred to as the «General Terms» apply to all goods or services listed in the relevanat order, unless

1. The contracting parties have agreed otherwise in written, or

2. The contracting parties have signes a contract regarding any transactions with Marsala. In these cases, the specific agreement between the contracting parties takes precedence over these General Terms.

THE CONTRACT:

All orders and all Purchase Agreements are subject to SELLERs approval-acceptance. Any acceptance of the BUYER's order by the SELLER expressly presupposes the BUYER's consent to any additional or different terms and conditions included in this document and all acts of sale and billing of the products and services listed in this document shall be interpreted and governed solely by the Terms of this document, in the event of a disagreement or conflict between the BUYER and SELLER Terms.

The seller is not bound by terms and conditions proposed by the BUYER, either during the process of ordering goods or under other conditions, which are additional and – or different from the terms and conditions stated in this document, unless and onlz then they have been accepted in written by the SELLERs specially authorized representative.

QUALITY AND DESCRIPTION: The SELLER warrants that the goods conform to the quantity, quality and description of the items listed in the BUYERS order, that they are made of good materials and of technical integrity, are equal in all respects to

specifications and samples agreed between the parties – meet all standards of performance and are fit for the purpose expressly or impliedly stated in the Order – comply, in all respects, with all relevant laws in force at the time of delivery.

SAMPLES:

At request of the buyer, the seller will submit samples for approval of the goods before the end delivery of the bulk order. These samples shall be marked for identification purposes by the seller and shall be retained by the buyer until the delivery of the goods. The buyer reserves the right to appoint a representative to supervise the execution of the order in the workshops of the seller and its sub suppliers.

SHIPMENT AND DELIVERY:

Unless otherwise stated in the Order or expressly agreed in written between the seller and the buyer, the goods of all deliveries shall be deliverable cleared of customs, as defined in the Incoterms 2000 international trade terms.

DELIVERY:

The contractual deadline will apply not only to the delivery of the goods but also to the submission of all technical and administrative documents and shipping documents, which are provided for in the Order. If the goods are delivered in parts, the seller will inform the buyer in a timely manner after the delivery of the final part. In case the specified deadline is not met, the seller will have to pay a weekly fine of 0,5% of the sale price. This fine is not due in the event that the execution becomes impossible due to force majeure or the fault of Third Parties.

WARRANTY:

In addition to any rights provided by law in the event of defective goods, the goods are warranted against defects in materials and / or workmanship for six (6) months after the date of receipt of the goods by the buyer. The buyer must check the goods immediately – but no later than within five (5) days of receipt of the goods and inform the seller in writing if he finds any defect. Already used of laundered goods are not covered by the guarantee.

SUBJECT CHANGE:

Changes affecting products, delivery dates or anything else that affects / alters the subject of the order must be presented in writing and subject to the SELLERs prior approval. Changes accepted by SELLER may result in variation in price, delivery, specifiactions and / or other changes.

FORCE MAJEURE:

The SELLER bears no responsibility for loss, damage or delay in the delivery of goods in the event that the above occurs due to natural disasters or causes beyond its control, such as actions by the BUYER, actions by military or civil authority, fires, strikes, floods, epidemics, restricitons due to quarantine, war, insurrection, delays in transportation, embargo situations or general inability caused by reasons beyond the SELLERs control and sphere of influence. In case of such a delay, the execution date of the order set by the SELLER will be postponed depending on the length of time lost due to the aforementioned delay.

SHIPPMENTS:

All shipment shall be ex workds unless otherwise agreed in writing. BUYER will pay all shipping, insurance and related costs. Scheduled and estimated shipping dates are always approximate and depend on prompt receipt of all necessary information from the BUYER. If loading is delayed by request or by acts or omissions of the BUYER, then the SELLER shall have the right to store the cargo covered by the particular contract in a place of his choice at the expense and risk of the BUYER.

PRICES – PAYMENT Method:

Unless otherwise expressly agreed in writing, all prices are based on Ex Works delivery and do not include VAT. The agreed prices are firm and irrevocable and include all taxes, duties and packaging costs. Transport and delivery costs are agreed on a case by case basis and are expressly stated in each contract. The value of the invoices will be paid according to the conditions set in the respective invoice. In the absence of such terms, the invoiced prices must be paid within 30 days from the date of issue of the respective invoice. The SELLERs prices do not include the costs of controls or inspections that may arise in realtion to the above or costs of any necessary permits for control or inspection.

LIMITATION OF LIABILITY:

In no event, regardless of cause, shall the SELLER be liable or responsible for (a) penalties or any type of penalty clause or (b) compensation to the BUYER or third parties for costs, damages or any expenses arising from or related to goods or services to the specific contract or for any type of certification unless expressly provided for herein or (c) for indirect, incidental special or consequential damages howsoever arising,

including loss, injury or property damage. SELLERs maximum liability shall not exceed the amount of the invoiced defective product.

CLAIM DUE TO DEFICIENCY:

Each shipment will be examined by the BUYER immediately upon receipt, and claims in case of deficiency or for any other reason must be notified to the SELLER immediately, but no later than seven (7) days from the date of receipt.

TERMS OF SALE: All proposals by the SELLER, all acceptances of orders by the BUYER as well as all acts of sale by the SELLER are limited and expressly subject to the acceptance and consent of the BUYER to the General Terms of Commercial Transactions (Sales), as provided in this document regardless of receipt and/or acknowledgment of the order form or BUYER's specifications that may include additional and/or different terms or conflicting oral statements by any representative or employee of BUYER. No waiver, change or modification of any of these terms and conditions shall be binding on SELLER unless, and only if, it is accepted in writing and signed by a director or authorized officer of SELLER.

CANCELLATION AND/OR TERMINATION OF CONTRACT: Any order or contract may be canceled by BUYER only upon written notice and provided that all reasonable charges-expenses related to cancellation are paid to SELLER, including but not limited to all labor costs , purchase of raw materials, plant and mechanical equipment that have been customized based on the contract order and have taken place before the cancellation date. All additional costs resulting from the cancellation of the contract/order and 30% of the total final price will be included in the above cancellation costs, as reasonable compensation for the disruption of order and production planning and any other direct

costs of the SELLER. The payment of the above will take place within a period of 30 days from the date of the invoice. The SELLER has the right to cancel in writing any order and/or contract at any time in case of violation of the terms of the order and/or contract by the BUYER or by government act and in this case the SELLER has the right to collect the costs cancellation, as specified above.

ASSIGNMENT: This agreement cannot be assigned by the BUYER without the written consent of "MARSALA G.P.", which will henceforth be referred to for brevity as the SELLER. The SELLER may assign this Agreement at its absolute discretion of.

GOVERNING LAW - TAXATION:

These terms and conditions of sale shall be interpreted and applied in accordance with Greek Law. This Agreement and all subsequent agreements are governed by Greek Law. The United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11.04.1980 does not apply in this case. The parties will attempt to resolve any dispute arising from this Agreement or from subsequent further agreements by recourse to Arbitration before the Thessaloniki Chamber of Commerce. If the Arbitration is unsuccessful, any disputes will be resolved by the competent Greek Courts of Thessaloniki.

BINDING EFFECT: These Terms inure to the benefit of and will bind the successors and assigns of the parties

SEVERABILITY:

The invalidity of any part of these Terms shall not operate as a means of invalidating any other part, and with the exception of that invalid part, the remainder of these Terms shall remain in full force and effect.