DATED

02/11/2023

CONSIGNMENT AGREEMENT

between

FLOWARD INTERNATIONAL GENERAL TRADING Co.

and

[ ADCO General Trading Co. ]

This agreement is dated 29/10/2023

Parties

(1) FLOWARD INTERNATIONAL GENERAL TRADING CO. incorporated and registered

in Kuwait whose registered office is at Shuwaikh Industrial 1,Street 4,Plot 101
Building (Company)
(2) ADCO General Trading Co. incorporated and registered in Kuwait whose registered
office is at [Hawally , Block 3 , Abdullah Abdullatif Al Othman Street, Abdulaziz
Ahmed Hassan Ashour Building, S1 Floor ,Unit 1 (Consignor)

BACKGROUND

(A) The Consignor is in the business of supplying [Jewellery].

(B) The Company wishes to obtain delivery of goods on a consignment basis for the
purpose of resale alongside its own products to its customers on the Floward App and
Website.
(C) The Consignor is willing to deliver the consigned goods and to sell them to the
Company on the terms and conditions set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:
Business Day: a day, other than a Friday, Saturday or public holiday in [State Of
Kuwait], when banks in State Of Kuwait are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Commencement Date: [02/11/2023]
Confidential Information: any information, which by its nature is confidential,
concerning the business, affairs, customers or suppliers of the other party or of any
member of the group of companies to which the other party belongs.
Consignment Confirmation: the Consignor's confirmation setting out the quantity of
Goods delivered, the Price and the delivery of the Goods to the Company or to its
order.
Consigned Goods: Goods delivered by the Consignor in response to a Consignment
Request prior to their resale.
Consignment Request: the Company's request for Goods to be delivered to the
Facility.
 Contract Year: any 12-month period starting on the Commencement Date and on
each anniversary of the Commencement Date.
Delivery: the transfer of physical possession of the Goods to the Company or to the
Company's order.
Facility: the Company's premises at [ Shuwaikh Industrial 1,Street 4,Plot 101
Building].
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Goods: the goods set out in Error! Reference source not found. as the same may b
e amended from time to time by agreement in writing between the parties.
Intellectual Property Rights: patents, rights to inventions, copyright and related
rights, moral rights, trademarks and service marks, business names and domain
names, rights in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software, database rights,
rights to use, and protect the confidentiality of, confidential information (including know-
how and trade secrets) and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all
similar or equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world.
Sales Report: a statement that sets out all Goods sold to the Company's customers
during the preceding month.
VAT: value added tax or any equivalent tax chargeable.

2. Consignment of goods

The Consignor shall make available the Consigned Goods to the Company for the
purpose of resale by the Company to its customers in accordance with the terms and
conditions set out in this agreement. The Consignor grants to the Company the right
to display and sell the Goods according to the terms of this agreement.

3. Minimum purchase obligation

3.1 Each Contract Year the Company shall intend to purchase at least the Minimum
Quantity. If the Consignor fails to supply the Company with any Goods required by the
Company and the Company obtains substitute goods from a third party as a result, the
Minimum Quantity for the period in question shall be reduced by the quantity of the
Goods that the Consignor fails to supply.

3.2 The Company is not bound to purchase the Minimum Quantity which is an expression
of intention only.
4. Consignment requests

Following receipt of a Consignment Request, the Consignor shall issue to Company a

Consignment Confirmation including the quantity and purchase price of the Consigned
Goods. The Consignor shall be responsible for the pick-up and delivery of items from
the Consignor to The Company agreed address. The Consignor agrees that the
Consigned Goods shall only be transported in a manner that ensures the quality of the
Goods does not diminish or lead to wasted products.

5. Quality of goods

5.1 The Consignor shall manufacture, pack and supply the Goods in accordance with all
generally accepted industry standards and practices that are applicable.

5.2 The Goods supplied by the Consignor under this agreement shall on delivery to the
Facility:
(a) be of satisfactory quality and fit for any purpose as determined by the
Company.
(b) comply with all applicable statutory and regulatory requirements.

6. Facility

6.1 The Company shall provide the Facility.

7. Storage

The Company shall:

(a) maintain the Facility throughout the term of this agreement in such manner
that it remains suitable to store the Consigned Goods; and
(b) store the Consigned Goods at the Facility in such a manner as to protect them
from damage or deterioration.

8. Inspection and rejection of goods

8.1 The Company shall inspect all Consigned Goods delivered to the Facility as soon as
reasonably practicable after their delivery to the Facility.

8.2 If the Company gives at least two days prior written notice to Consignor, the Company
may return any Consigned Goods that are defective or that do not conform to their
description.

9. Title and risk

9.1 Risk in the Consigned Goods passes to the Company at the time that it assumes title
to the Goods as set out in clause 11.2 below. Until that time risk remains with the
Consignor.
9.2 Title to Goods shall not pass to the Company until the earlier of:
(a) the Consignor receiving payment in full (in cash or cleared funds) for the
Goods; and
(b) the Company reselling the Goods to its customer (in which case title to those
Goods passes to the Company immediately before that sale).

9.3 The Consignor agrees that the Company has the full right to resell the Goods in the
ordinary course of its business.

10. Company's responsibilities before title passes

Until title passes to the Company, the Company shall:

(a) not remove, deface or obscure any identifying mark or packaging on or
relating to the Consigned Goods;
(b) keep the Consigned Goods in satisfactory condition; and
(c) give the Consignor such information as the Consignor may reasonably require
from time to time relating to the Consigned Goods.

11. Sale or return

11.1 The Consigned Goods shall at all times be subject to the direction and control of the
Consignor, and the Company shall immediately return any Consigned Goods that have
not been paid for valid reasons or used by the Company on demand by the Consignor.

11.2 The Company (with the prior written consent of the Consignor) may return to the
Consignor any Consigned Goods that it is unable to use or resell to customers.

11.3 The Company shall bear the risk of loss and any expense of returning any Consigned
Goods.

12. Price

12.1 The Company shall purchase the Consigned Goods from Consignor at the prices set
out in the Consignor's price list in effect at the time the Consignor issues the
Consignment Confirmation less a consignment discount of 40% at all times. The
consignment discount is confidential and the Company agrees that it shall not disclose
details of the same to any third party unless obliged to do so for legal, regulatory or
financial reasons.

12.2 The Company shall be at liberty to set the selling price of the Goods to its customers
but which price shall not be less than the retail price at which the Consignor is selling
the Goods in its own stores (or concessions). The Company reserves the right to price
the packaged end products as it deems fit using its discretion.
13. Payment

13.1 The Company shall provide the Consignor with a Sales Report each month.

13.2 On receipt of the Sales Report the Consignor shall invoice the Company for all of the
Consigned Goods set out in that Sales Report.

13.3 The Company shall pay all invoices in full by way of a cheque within 14 days of the
date of each invoice. If agreed between the parties, the Company shall make payment
to the bank account nominated in writing by the Consignor.

13.4 The Company is responsible for all credit risks arising out of the resale of the Goods
by the Company and the ability of the Company to collect the purchase price from the
Company's customer.

14. Reports and records

The Company shall make available to the Consignor on request all digital and printed
records and reports relating to the Consigned Goods and allow its authorised officers
to take copies of them as required.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during this agreement, and for a
period of two years after termination or expiry of this agreement, disclose to any person
any confidential information concerning the business, affairs, customers, clients or
suppliers of the other party or of any member of the group of companies to which the
other party belongs, except as permitted by clause

15.2 Each party may disclose the other party's Confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or
advisers who need to know such information for the purposes of exercising
the party's rights or carrying out its obligations under or in connection with this
agreement. Each party shall ensure that its employees, officers,
representatives, contractors, subcontractors or advisers to whom it discloses
the other party's confidential information comply with this clause 15;
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

15.3 No party shall use any other party's Confidential Information for any purpose other than
to exercise its rights and perform its obligations under or in connection with this
agreement.
16. Consignor indemnity

16.1 The Consignor shall indemnify the Company against all liabilities, costs, expenses,
damages and losses (including but not limited to any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal costs and
all and other professional costs and expenses) suffered or incurred by the Company
arising out of or in connection with any claim made against the Company in connection
with the supply or use of the Goods.

16.2 The Consignor's liability under this indemnity is conditional on the Company
discharging the following obligations. If any third party makes a claim, or notifies an
intention to make a claim, against the Company that may reasonably be considered
likely to give rise to a liability under this indemnity (Claim), the Company shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the
Consignor, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to
the Claim without the prior written consent of the Consignor; and
(c) give the Consignor and its professional advisers access at reasonable times
(on reasonable prior notice) to its premises and its officers, directors,
employees, agents, representatives or advisers, and to any relevant assets,
accounts, documents and records within the power or control of the Customer,
to enable the Consignor and its professional advisers to examine them and to
take copies (at the Consignor 's expense to assess the Claim).

16.3 Nothing in this clause 16 shall restrict or limit the Company's general obligation at law
to mitigate a loss it may suffer or incur as a result of an event that may give rise to a
claim under this indemnity.

17. Limitation of liability

17.1 References to liability in this clause 17 include every kind of liability arising under or in
connection with this agreement including but not limited to liability in contract, tort
(including negligence), misrepresentation, restitution or otherwise.

17.2 Nothing in this agreement limits any liability which cannot legally be limited, including
liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation.

18. Compliance with laws

18.1 In performing its obligations under the agreement, each party shall and shall procure
that each member of its Group comply with
 (a) all applicable laws, statutes, regulations from time to time in force.

18.2 Each party may terminate the agreement with immediate effect by giving written notice
to the other if the other party commits a breach of clause 18.1.

19. Commencement and term

This agreement shall begin on the Commencement Date and shall continue, until the
[Fourth] anniversary of the Commencement Date, unless terminated earlier in
accordance with clause 20.

20. Termination

20.1 Without affecting its other rights or remedies, either party may terminate this
agreement on giving at least [one month'] written notice to the other party at any time.

20.2 Without limiting its other rights or remedies, either party may terminate this agreement
with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this agreement
and that breach is irremediable or (if that breach is remediable) fails to remedy
that breach within a period of 7 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such
a manner to reasonably justify the opinion that its conduct is inconsistent with
it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or is
deemed unable to pay its debts;
(d) the other party begins negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with any of its creditors;
(e) a creditor or encumbrancer of the other party attaches or takes possession of,
or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;
(f) the other party ceases, or threatens to cease, to carry on all or substantially
the whole of its business;
(g) the other party's financial position deteriorates so far as to reasonably justify
the opinion that its ability to give effect to the terms of this agreement is in
jeopardy;
(h) any warranty given by the other party is found to be untrue or misleading, or
(i) any Force Majeure Event prevents the other party from performing its
obligations under this agreement for any continuous period of three months.
20.3 Without limiting its other rights or remedies, either party may terminate this agreement
without cause at any time provided it shall serve three months’ written notice on the
other party of its intention to do so.

20.4 Further, the Consignor may terminate this agreement with immediate effect by giving
written notice to the Company if:
(a) the Company fails to pay any amount due under the agreement on the due
date for payment and remains in default not less than 21 days after being
notified in writing to make such payment.

21. Obligations on termination

21.1 On termination of this agreement:

(a) The Company shall promptly return to the Consignor all Consigned Goods in
its possession that have not been paid for, resold or irrevocably incorporated
into another product;
(b) The Company shall return to the Consignor all equipment, materials and
property belonging to the Consignor and supplied to the Company in
connection with this agreement;
(c) Each party shall erase all the other party’s Confidential Information from its
computer systems (to the extent possible), and on request of the other certify
in writing it has complied with this requirement.

22. Survival

22.1 Termination of this agreement shall not affect any of the parties' rights and remedies
that have accrued as at termination, including the right to claim damages in respect of
any breach of this agreement which existed at or before the date of termination.

22.2 Any provision of this agreement that expressly or by implication is intended to come
into or continue in force on or after termination shall remain in full force and effect.

23. General

23.1 Force majeure. Neither party shall be in breach of this agreement nor liable for delay
in performing, or failure to perform, any of its obligations under this agreement if such
delay or failure results from a Force Majeure Event. If the period of delay or non-
performance continues for 4 weeks, the party not affected may terminate this
agreement by giving 14 days' written notice to the affected party.

23.2 Rights and remedies. The rights and remedies provided under this agreement are in
addition to, and not exclusive of, any rights or remedies provided by law.

23.3 No partnership or agency. Nothing in this agreement is intended to, or shall be

deemed to, establish any partnership or joint venture between any of the parties,
constitute any party the agent of another party, or authorise any party to make or enter
 into any commitments for or on behalf of any other party. Each party confirms it is
acting on its own behalf and not for the benefit of any other person

23.4 Further assurance. Each party shall use all reasonable endeavours to procure that
any necessary third party shall, execute and deliver such documents and perform such
acts as may reasonably be required for the purpose of giving full effect to this
agreement.

23.5 Assignment. Neither party shall assign, transfer, mortgage, charge, subcontract,
declare a trust over or deal in any other manner with any of its rights and obligations
under this agreement.

23.6 Entire agreement.

(a) This agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement. Each party agrees that it shall
have no claim for innocent or negligent misrepresentation [or negligent
misstatement] based on any statement in this agreement.
(c) The terms of this agreement shall prevail if there is any inconsistency between
any of the provisions of this agreement and any Consignment Request, or any
document issued by the Company.

23.7 Variation. No variation of this agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).

23.8 Waiver. A waiver of any right or remedy is only effective if given in writing and shall
not be deemed a waiver of any subsequent breach or default. A delay or failure to
exercise, or the single or partial exercise of, any right or remedy shall not:
(a) constitute a waiver of that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.

23.9 Severance. If any provision or part-provision of this agreement is or becomes invalid,

illegal or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of
a provision or part-provision under this clause shall not affect the validity and
enforceability of the rest of this agreement.

23.10 Notices.
 (a) Any notice or other communication given to a party under or in connection
with this agreement shall be in writing, addressed to that party at its registered
office or such other address as that party may have specified to the other party
in writing in accordance with this clause, and shall be delivered personally, or
other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 23.10(a) if
delivered by commercial courier, on the date and at the time that the courier's
delivery receipt is signed; or, if sent by email, one Business Day after
transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings
or other documents in any legal action.

23.11 Third party rights. No one other than a party to this agreement and their permitted
assignees shall have any right to enforce any of its terms.

23.12 Announcements. No party shall make, or permit any person to make, any public
announcement concerning this agreement without the prior written consent of the other
party (such consent not to be unreasonably withheld or delayed), except as required
by law, any governmental or regulatory authority (including, without limitation, any
relevant securities exchange), any court or other authority of competent jurisdiction.

23.13 Counterparts.
(a) This agreement may be executed in any number of counterparts, each of
which shall constitute a duplicate original, but all the counterparts shall
together constitute the one agreement.

23.14 Governing law. This agreement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of [State Of
Kuwait].

23.15 Jurisdiction. Each party irrevocably agrees that the courts of [State Of Kuwait] shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with this agreement or its subject
matter or formation.
This agreement has been entered into on the date stated at the beginning of it.

Signed by BASSAM MUHYEDDINE NAMAANI

for and on behalf of ADCO General Trading Co

………………………………………………….

Signed by HAMAD JASSIM HAMAD ALOUFAN

for and on behalf of Floward International General

Trading Co.
………………………………………………….