To Prospective Counterparties

Conditions for selecting counterparties to enter into supply contracts

We hereby bring information on the conditions for selecting counterparties to enter into contracts for the supply of food products manufactured and/or sold by the Limited Liability Company "Maslenytsa" (LLC “Maslenytsa”) to the attention of economic entities engaged in trading activities through the organization of a trading network.

LLC “Maslenytsa” cooperates with business entities that meet the criteria of legal capacity and financial stability. For due diligence purposes, a prospective counterparty should provide copies of the following documents certified with the seal of the counterparty and the signature of its authorized representative:

�) when the counterparty is a legal person:

Details of the counterparty on the letterhead with contact information (phone number and e-mail);
Charter (all pages, including the reverse side of the last sheet) with the Federal Tax Service note on the registration and assignment of State Registration Number if available;
Decision on the appointment of General Director and Order on the appointment of Chief Accountant; if there is no position of Chief Accountant on the staff of the legal entity, Order on the assignment of Chief Accountant duties to General Director;
A bank card with samples of General Director’s signature or a notarized sample of General Director’s signature, or a sample of the signature certified by Initiator of verification with a note where the Initiator attests that the sample signature of the counterparty’s representative was made in their presence and verified with the signature sample in the passport;
Power of attorney for persons authorized to sign the contract with representatives’ signature samples (if the contract is not signed by General Director) as well as to sign other documents related to the contract execution (certificates, delivery notes, reports, invoices, etc.);
In case the sole executive body of the counterparty is a holding company, the counterparty should submit an agreement on transfer of the powers of its sole executive body to the holding company as well as all the above documents in relation to the holding company.

�) when the counterparty is a sole proprietor (hereinafter SP):

Details of the counterparty on the letterhead (if any) with contact information (phone number and e-mail);
A document with SP signature samples (bank card) or a copy of the passport (pages 2 and 3), or a notarized sample of the signature; or a sample of the signature certified by Initiator of verification with a note where the Initiator attests that the counterparty’s signature sample was made in their presence and verified with the sample of the signature in the passport;
Power of attorney for persons authorized to sign the contract with representatives’ signature samples (if the contract is not signed by SP) as well as to sign other documents related to the execution of the contract (certificates, delivery notes, reports, invoices, etc.).

Depending on the situation, LLC “Maslenytsa” may request additional documents confirming the legal capacity and/or financial stability of a prospective counterparty.

Essential terms and conditions of supply contract

These Terms and Conditions represent part of contracts for the supply of food products (hereinafter referred to as "Goods") manufactured and/or sold by LLC “Maslenytsa” (hereinafter referred to as the "Supplier") which will be concluded between the Supplier and the business entity engaged in trading activities through the organization of a trading network (hereinafter referred to as the "Buyer").

The Supplier has a right to make amends and additions to these Terms and Conditions.

The Supplier would like to draw attention to the fact that these Terms and Conditions are not exhaustive and final. When signing the supply contract, the Supplier and the Buyer shall agree on additional terms governing their relationship and may also agree on provisions that differ from those specified in these Terms and Conditions.

Goods are supplied in separate batches during the term of the supply contract between the Supplier and the Buyer.
The total quantity of Goods in one Request for Supply is indicated by the Buyer subject to the following restrictions:

o When shipped by road, the quantity of Goods in the Request must correspond to a weight of 17 (seventeen) to 20 (twenty) mt to ensure full loading of the road train.

o When shipped by rail, the quantity of Goods in the Request must correspond to a weight of 45 (forty-five) to 50 (fifty) mt to ensure full loading of one railway car.

o The quantity of the Goods of one SKU in the Request must be a multiple of the quantity of the corresponding Goods on one pallet.
The Parties acknowledge that Requests sent by e-mail and invoices for payment sent by the Supplier by e-mail as confirmation of the possibility to ship the Goods according to the Requests will be proof of the Parties' agreement on the essential delivery terms for the relevant batch of the Goods. The e-mail addresses for sending Requests and invoices for payment will be agreed upon by the Parties when signing the contract.
The Supplier shall ship the batch of Goods in accordance with the Request within 5 (five) business days from the date of receipt of funds for the corresponding batch of Goods to the Supplier's settlement account.
Goods are delivered by road or rail at the Supplier’s choice. The type of transport for the delivery of Goods will be confirmed by the Supplier when agreeing upon Requests.
The title to the Goods shall be transferred to the Buyer at the time of shipment of the relevant batch of the Goods from the Supplier’s warehouse. The time of shipment is determined by the date of transfer of the Goods to the first carrier (when delivered by rail - according to the calendar stamp of the departure station in the cargo acceptance receipt / when delivered by road – according to the date of signing the waybill by a representative of the carrier). The risk of accidental loss or damage of the Goods passes from the Supplier to the Buyer at the time of transfer of the Goods in the warehouse of the Buyer or the consignee (when delivered by road)/at the destination station (when delivered by rail).
In the course of fulfilling obligations to the Supplier, the Buyer undertakes not to promise, offer and/or pay funds or other benefits on behalf of and/or in the interests of the Supplier directly or indirectly, not to provide any kind of property-related services and not to grant any other property rights to state officials, representatives of political parties, elected officials or candidates for elective state positions as well as to persons performing managerial functions in a commercial or other organization in return of actions (inactions) in relation with such person’s position (bribery). “State officials” shall under this paragraph mean employees or civil servants of any legal person in proprietary relations with or under the control of state bodies. In case the Buyer receives any kind of request to make such a payment, the Seller shall immediately inform the Supplier about such a request.

The Buyer undertakes not to prepare, approve or sign any contracts or documents on behalf of and/or in the interests of the Supplier and not to take legal actions which as the Buyer knows or reasonably believes are false or incorrect with regard to essential terms or impede proper specification of all essential terms and other conditions of the deal in relation with the above-mentioned contracts, documents or legal actions.

The actions of the Buyer's employees to fulfill their obligations will be considered the actions of the Buyer. The Buyer will be responsible for the actions of its employees if they have resulted in non-fulfillment or improper fulfillment of the obligations provided for in this paragraph.