CONTRACT FOR THE SALE OF GOODS

BETWEEN:

GUINTOLI
And
FARIA & LEAO, LDA

GUINTOLI | achat@guintoli-sas.fr
 THIS CONTRACT

FOR THE SALE OF GOODS

is made on 29/04/ 2024

GUINTOLI is a simplified joint stock company registered at number 447 754 086
R.C.S of the RCS of Tarascon, with a share capital of EUR 20 000 000,00 € whose
VAT number FR62447754086 is registered at the address Parc d’Activité de Laurade 13103 Saint-
Etienne-du-Grés (France) which is the address of the company's head office,

represented by:

Mr BERNADET Jean Chairman of the Board of Directors, duly authorized to represent the
company individually

hereinafter referred to as the „Buyer”

And

The company Faria & Leão, Lda, a joint-stock company organized under the laws of Portugal,
with its main office in: Rua das Laranjeiras, nr 81/89 4445-491 Ermesinde, registered, in the
respective Companies Register under the register number: 24712/791220, EU VAT number: PT
500 910 430

Represented by :

António Augusto Ribeiro da Silva, Head Managing Partner

hereinafter referred to as the „Seller”

hereinafter jointly referred to as the „Parties” and individually as the „Party”.

GUINTOLI | achat@guintoli-sas.fr
 Subject of the Agreement

Article 1

Subject to the terms and conditions of this Agreement, the Seller undertakes to sell to the
Buyer goods specified as to their kind – new ………….(hereinafter referred to as the
“Goods”) that are listed in detail in the Sales Quotation no……… dated as of ../../2023
accepted by the Seller (hereinafter referred to as the “Sales Quotation”)

Article 2 - Price fixing

The price of the goods will be fixed by the parties prior to each order.

Article 3 - Formation of the sale

The buyer will establish an order form signed and stamped by him.

The sale will be formed by the acceptance of the seller materialized by the establishment of an
invoice.

Article 4 - Delivery of goods

The parties agree to a delivery of the goods in accordance with Incoterm - EXW (Ex Works).

In accordance with this Incoterm, the shipping costs borne by the seller are :

 The packaging,
 The loading,
 Pre-routing,
 Handling on departure,

The buyer retains the following costs exclusively :

 Customs import,
 Post routing,  Unloading.
 Handling on arrival
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  Transport Insurance
 Freight Cost

The delivery of the goods will be considered effective from the moment they are loaded in the
forwarding agent’s truck at the seller’s warehouse at the following address: Rua das
Laranjeiras, nr 81/89 4445-491 Ermesinde.

Followed by the signing of the international consignment note (CMR).

The Buyer remains free to request the intervention of an external service provider responsible
for delivering the goods.

Article 5 - Acceptance of goods - Transfer of risks - Complaints

Delivery of the goods to the address mentioned in Article 4 of this contract is considered
effective upon signature of the international consignment note (CMR).

As of the signing of this document (CMR), the risk of the goods is immediately transferred to
the buyer.

It is therefore up to him to carry out a full examination of the goods before signing the
consignment note or delivery note.

No claim can be made regarding the number of packages or their condition.

If after receipt of the goods by the buyer, it turns out that some of them have hidden defects,
the buyer can make a duly justified complaint with supporting photographs, within three days
from delivery of goods.

No complaint will be admissible after expiration of this period.

In addition to respecting this deadline, the buyer must enclose with his written complaint, a
detailed description of the faults, a photograph of each of the faults if there are several, and
the references of the production and damaged goods and any other appropriate information.

This claim does not automatically imply the seller's acceptance to provide compensation.

The latter remains free to appreciate the reality of the subject of the complaint.

In any event, the seller cannot be held responsible for any damage that may have been
observed during delivery and the signing of the CMR.

GUINTOLI | achat@guintoli-sas.fr
 The consequences of the breach by the buyer of the conditions of storage and transport of
goods cannot be attributed to the seller.

Article 6 - Payment of the price of the goods

In accordance with article 2 of this agreement, the Seller fixes the price of the goods which he
submits to the buyer before the issue of the order form.

The buyer agrees to pay the price of the goods, 30% in advance at the order confirmation and
the remaining 70% within seven (7) days in Euros by bank transfer to IBAN PT50 0010
0000 1598 4230 0011 9 from the effective delivery of the goods.

Failure to pay invoices issued by the Seller within this period will result in late payment
penalties set out in Article 8 b.

Article 7 - Packaging of goods

The seller is responsible for ensuring the packaging of goods intended for delivery to the
buyer.

The seller guarantees that the goods constituting the object of this contract are not pledged and
cannot be the subject of claims by third parties.

Article 8 - Respective responsibilities of the parties – penalties

a. It is recalled that only the seller is responsible for the goods until their effective
delivery to the address designated by the buyer.
From this delivery, the buyer is transferred all the risks and responsibilities inherent in
the goods.
b. A party who fails to fulfill their obligations under this contract is liable for damage
caused to the other party.
So if the buyer does not pay the amount of invoices issued by Faria & Leão, Lda within the
deadlines mentioned in Article 6 hereof, a penalty of 0.5% of the amount due for each day of
delay in payment without it is not necessary to send a letter of formal notice.
In any event, this penalty cannot exceed the total amount of the goods.

c. Any liability of Seller for lost profits, indirect damage or consequential damages shall
be excluded (including any damages to
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 reputation).Any liability for direct damages is limited to the value of defective
products.

Article 9 - Disclaimer - Force majeure

The Parties are exempt from all liability in the event of failure due to force majeure which
means an unpredictable, irresistible event external to the persons concerned.

This particularly concerns fires, floods, earthquakes, embargoes, government decisions.

It is expressly reminded that any delay or impossibility of delivery due to the Covid-19 and
modifications likely to occur on the conditions of import and export of goods, will not engage
the responsibility of the seller.

A party which would experience difficulties in the execution of its obligations under an order
regularly placed and accepted, must inform the other in writing within three days from the
date of information of the circumstance affecting the execution of these.

If a case of force majeure prevents the fulfillment of any obligation under the order concerned
for a continuous period of three months from the date of occurrence of the case, each party
will have the right to cancel the order concerned so unilateral. As such, the party which will
default due to this case of force majeure will not engage its responsibility towards its
contracting partner.

Article 10 - Duration of the contract - End of the contract

This contract to govern the relations between the Parties is a successive execution contract
materialized by orders made punctually by the Buyer.

In consideration of these elements, the parties agree to a limited period of one year from the
signing of this agreement, which period is renewable by possible agreement.

Any party has the right to terminate this Agreement provided that they have complied with all
of their obligations.

The Seller may not terminate the agreement before having delivered the last order which it has
accepted.

The buyer may not terminate the agreement before having fully paid the price of the goods
and other ancillary costs to the seller.

GUINTOLI | achat@guintoli-sas.fr
 The termination of the agreement must be made by registered mail with acknowledgment of
receipt sent to the registered office of the contracting party.

Article 11 - Settlement of disputes

The parties agree to try to settle any dispute that may arise during their contractual
relationship amicably.

In the event of failure, the parties intend to submit the settlement of their difficulties to the law
and to the jurisdictions within the jurisdiction of the address of the registered office of either
the Seller or the Buyer.

Article 12 - Special provisions

Moral rights, manufacturing processes, design, brands are excluded from any assignment by
the Seller.

Tarascon,
TH
April…. , 2024

Signatures

For the seller For the Buyer

(your company name) GUINTOLI

GUINTOLI | achat@guintoli-sas.fr