GENERAL TERMS FOR SALES AND WARRANTY

PLAN, DESIGNS AND DESCRIPTIVE DOCUMENTS.

All information, whether composed of images or written, including, but not limited to, weights, dimensions, capacity, hp, electric consumption, prices, performance and other machinery data included on the company website (www.nuttech.eu) and catalogues, prospectuses, circulars, price lists and other advertising material are purely illustrative and have no binding value, unless the quotation, firm order or the particular Agreement expressly refer to them. Notwithstanding the foregoing, information relating to performance and capacity shall always be considered approximate and shall be considered satisfied, provided the results achieved reach 70% of the minimum of those expected in accordance with the information provided by NutTech.

The Seller shall be entitled to make any changes or modifications to the design and construction of any machinery or to substitute any component or part without previous notice to the buyer.

Plans, designs, manuals, information or technical documents relating to machinery or other items covered by the Agreement sent to Buyer before or after the execution of the Agreement, shall remain the exclusive property of NutTech, for exclusive use by the buyer for the specific purposes of the Agreement, and may not be used for non-contractual purposes, or copied, reproduced, transferred or communicated to third parties by Buyer without NutTech 's prior written consent.

PRICES AND PAYMENT TERMS.

Prices are in EURO currency (EUR / €), net for machinery made available to Buyer in NutTech's factory on Volos (2020@INCOTERMS: EXW, Volos). In accordance with the applicable Incoterm, the buyer shall, at its own risks and expenses, obtain all permits, authorizations, licenses, documents and certificates needed for the importation. Thereof, transport, insurance, taxes, costs, duties and other applicable fees or packaging if needed are not included in the agreement.

The machines prices are based for the complete project. If the equipment is bought by separated, we reserve the right to adjust the prices accordingly.

NutTech machinery is manufactured to order and adapted to Buyer’s circumstances, so it would be difficult to use for other orders. Therefore, machines or complete lines are not returnable or refundable. No order may be cancelled without the written consent of NutTech, and in case of termination of the Agreement, if accepted by NutTech, the buyer shall be required to pay an additional 20% as compensation; Total compensation will be 70% of the total order.

In case that the buyer decides to make any change to the order, buyer should also bear the additional costs for them.

In case that the seller wants to cancel the current contract, the seller should return back to the buyer the amount of money that has been given for the manufacturing of the undelivered machinery. Buyer shall be unable to claim any compensation as a result.

The payment consists of payment on sellers’ bank account of a deposit of 50% of the price as a down payment (advance payment), the amount 45% before the machinery's dispatch (before shipment). A final 5% should be paid within fifteen (15) days after date of installation and testing of the line. Additional Spare parts shall be paid for in a down payment for the full amount before dispatch.

Payment should be done via bank system on company’s bank account

Copy of bank payment is not accepted as evidence of payment. The payment date is the actual date that the money is being successfully received on Seller’s bank account.

Any delay by Buyer in the money dispatch, or, where appropriate, receipt of the equipment, shall not entitle Buyer to delay the fulfilment of payment obligations agreed.

Buyer may not unilaterally withhold or reduce payments due to claims or suits filed, or otherwise. Payments may not be unilaterally changed either due to shortage of machine accessories or subsequent work performed in compliance with warranty obligations.

If agreed payments are not paid when due, NutTech may charge Buyer the relevant deferment in interest, applying a daily interest on arrears equal to the legal interest rate in effect (8% for Greece).

MANUFACTURING & DELIVERY TERMS.

Until -, if NutTech receives the down payment up to -. Thereof, the terms for delivery run from the date on which NutTech receives the down payment.

Deadlines are considered approximate in favor of Nuttech and, in any case, with the usual margin for error. Buyer may terminate the contract only after ninety (90) days have elapsed after the delivery date of the machinery, and in any case not before notifying seller of the intention to terminate by registered letter with acknowledgement of receipt, granting seller a thirty-day (30) term from the date of receipt thereof. In that thirty-day (30) period, Seller may deliver the machinery specified in Buyer's notification and it shall not owe Buyer any compensation.

The delivery date shall be automatically extended for a period equal to Buyer's delay in fulfilling the following obligations: (a) payment of the price that Buyer owes as a down payment or payment on account; (b) delay in notification of performance standards, technical data or other instructions required for finishing, assembly or installation of machinery; (c) if changes are made to the machinery, agreed between the parties after the termination date of this Agreement, the delivery date shall be automatically extended for the time reasonably required to carry out such changes.

In the event of force majeure or any other impediment beyond the sellers' control, which temporarily make the delivery impossible or excessively burdensome, the date thereof shall be extended by a term equal to the duration of the cause. At this case, Seller shall not owe Buyer any compensation.

The term ‘force majeure’ is used in this contract to describe the processes which have the direct effect on the Seller to fulfill his obligations under this contract: (a) fire, explosion (besides that one is caused by the party; (b) military activities, civil wars, revolts, public messes, terrorist attacks and earthquakes; (c) pandemics, epidemics, or viral outbreaks that causes illness, including any other type of illness resulting in death; (d) governmental ordered regulatory actions, such as mandatory quarantines or travel restrictions; (e) market collapse, price swings, inflation; (f) difficulties in truck availability for loading; (g) any other cause not enumerated herein but which is beyond the reasonable control of the Seller whose performance is affected. Such conditions are considered as force majeure if they directly affect the Seller to fulfill the obligations under this contract. The causes expressed in this paragraph shall not entitle Buyer to any compensation.

The party, who is unable to perform obligations due to the force-majeure, is obliged to inform the second party about the existence and expiry of such event immediately, in any case no later than 5 days from the starting force-majeure.

DELIVERY AND TRANSFER OF RISK.

Buyer accepts the expense and shall retain risk of loss or damage during the shipping of machinery, under the EXW terms in NutTech's factory on Volos, Greece. Buyer shall assume the risk of any loss or damage during shipping and shall take responsibility for shipping charges and insurance thereof.

Risk of loss passes to Buyer as set out in the INCOTERM: EXW agreed. NutTech is not liable under any circumstances for loss or damage sustained to the equipment once risk has passed to Buyer. Under no circumstances shall disappearance or damage to machinery after risk has passed release Buyer's liability for payment of the total price.

NutTech shall notify Buyer of the date and place when and where the machinery is available so that Buyer may receive it. This notification shall be made with sufficient advance notice, so that Buyer can take the measures usually required in such cases. If the shipment is delayed for reasons beyond NutTech's control, the risk shall pass to Buyer from the date of the availability notification. If the machinery is not removed within a maximum period of thirty (30) working days from such notification, Buyer shall be liable for warehousing charges (500 euros per day), notwithstanding the passing of risk.

Any reference to INCOTERMS, whether express or relevant to what is regulated by said terms, shall be defined according to the INCOTERMS of the International Chamber of Commerce (https://iccwbo.org/resources-for-business/incoterms-rules/incoterms-2020/), in accordance with the version in force at the time of execution of the Agreement, supplements or derogations provided for herein and those to which the parties eventually agree in writing. In the event of any question of interpretation, the INCOTERM which entails a lesser extent of risk and costs for NutTech shall be applied.

INSTALLATION & START UP TERMS AND CONDITIONS

It will be on the buyer’s account: (a) The discharge of the machinery and the situation at their premises; (b) Ground / Flour preparation for the fixation of the line on the floor with metallic pins; (c) Facilities and supplies necessary for operation, as compressed air, electrical installation, water, steam and gas supply, civil works, air/dust pipelines, water pipelines, steam pipelines, electrical wiring, etc.; (d) Materials for the smoke, air, and pipelines for the shells, skins and particle’s extraction to the exterior of the premises; (e) External silos for the storage of the shells and skins; (f) Local transportation (pick up from airport and back, from hotel to facility and back, any other local transport is necessary), hotel accommodation and daily maintenance of our technicians (4 technicians); (g) Buyer undertakes to provide the necessary number of local laborers, personnel and necessary assistance resources during assembly; (h) All materials, tools and equipment necessary for the assembly, installation and start up, as derrick, forklift, drills, hummers, etc; (i) Anything not mentioned in the offer.

It will be on Seller’s account: (a) Round trips airfares for the assembly, installation and start-up for the technicians, estimated for 1 trip; (b) Fees of the technician/s per travelling and working days for installation and start up (Estimated for 5 days – Additional days or more round trips, if necessary, will be invoiced separately to the buyer and cost 350 € / day per technician, beginning on the first day of travel until return to Volos); (c) Structure fixing of the machinery with metallic pins; (d) Electrical wiring from the control panel to the electric motors of the line; (e) Installation parts like metallic pins, electric wires and cables protection are included.

Risk covered by accident insurance during assembly falls to Buyer.

Unless Buyer, when placing an order, notifies Nuttech of its standards and particular requirements relating to performance of the supply, assembly, installation and accident prevention, these shall be carried out under Nuttech's usual standards.

NutTech undertakes to perform commissioning of the system so that Buyer may verify that the machinery is delivered in working order. Once 15 days have elapsed from the date of the commissioning of the system with no incidence notified by the Buyer, it shall be understood that the commissioning has been satisfactory and fully accepted by the Buyer.

Buildings, industrial units, warehouses or other structures where systems and machinery are to be located, should meet the terms previously stated by NutTech. Buyer should accept the expense and risk of managing and obtaining any permits, licenses and authorizations required for changes, if necessary, to comply with the terms indicated by NutTech, allowing NutTech to enter and inspect for its own verification. If Buyer should fail to meet the terms laid down by NutTech, NutTech shall either be exempt from any liability whatsoever, or exempt from having to carry out the assembly until these conditions are met, at its discretion.

RETENTION OF TITLE.

Title to the machinery sold shall be retained by NutTech until it has been paid for in full. Until then, NutTech retains ownership thereof.

Buyer undertakes to inform NutTech by registered fax, telegram, registered letter or any other means to certify content and date, about court proceedings or other claims of any nature, filed at the request of third parties which may affect the machinery. Buyer also undertakes to declare to anyone who attempts to carry out any seizure or withholding of the machinery that NutTech holds exclusive title and to cooperate to establish measures required to protect NutTech's ownership rights.

NutTech is authorized to perform, on behalf of Buyer, all necessary formalities to make the retention of title enforceable against third parties in each and every way. In particular, NutTech is empowered to carry out, either directly or through its subsidiaries, as many inspections as it deems necessary to retain its ownership rights over the machinery.

Buyer may not sell, assign, lease, encumber the machinery, offer it as collateral security or transfer it from its location or warehouse, without paying NutTech the full price, unless express written consent has been obtained.

If Buyer breaches the obligations set forth herein, NutTech shall have the right to terminate the contract with immediate effect or enforce performance, at its discretion. If the Agreement is terminated, NutTech may recall the machinery that it had delivered to Buyer, retaining, as a penalty, the sum that Buyer has paid to fulfil obligations. Additionally, if the sales are agreed on deferred payment terms, non-payment of two of the instalments shall cause the remainder to be considered as due and immediately payable.

If the amount of damages is evidently higher, the penalties provided for in the preceding paragraph shall not prevent NutTech from claiming damages for a higher amount.

Once payments for the full amount have been completed, NutTech shall issue the appropriate receipt acknowledging payment in full to Buyer in which NutTech assigns the title and ownership of machinery to Buyer.

The retention of title shall not affect the transfer of risk described in Article 7.

LIMITATION OF LIABILITY.

Seller declines any responsibility whatsoever if the installation and commissioning were made by other part.

No liability shall be assumed for physical harm to people (any damage to people) or any incidental, consequential, or special damages arising or resulting from the normal use of the machinery or defects from the machinery. NutTech shall not be held liable for any incidents due to improper or incorrect use or use not included in the product specifications or related directly or indirectly to its own products. Neither shall Nuttech be liable to any party or entity for any type of loss, including but not limited to, loss of earnings, loss of sales, loss of revenue, loss of software or data, loss of use of IT equipment, loss or expense of management staff time nor any other kind, nor direct damages, arising from any type of special circumstances whatsoever. No liability shall be assumed for loss of production, loss of profits, loss of use, loss of contracts or for any direct or indirect economic loss.

Any liability that may arise from the machinery, due to events occurring after the risk has passed to Buyer, including any damage to people or things (even when said things are machine parts or accessories), shall be the sole responsibility of Buyer, who is also required to suitably insure any risk without the right of recourse against NutTech. Buyer consents from this stage to be summoned if any suit is filed against NutTech for any liability set out in this Article.

OTHER IMPORTANT TERMS:

Buyer is responsible to send us a representative sample of his inshell almonds before machine manufacturing, to modify the line based on this sample. Failure of client to send us a representative sample will result in poorer performance and lower capacity than the input minimum capacity. Thereof, the seller declines any responsibility about machinery input capacity and performance.

Buyer understands that a model with many sizes before the shelling machine means higher precision on cracking, less broken/splits, less chipped & scratched almonds, better results and eventually higher yield. Thereof, models with few sizes before the sheller are producing more broken/splits, chipped & scratched almonds compared to the models with many sizes before the shelling machine.

Buyer understands that more rotary thickness sifters are correlated to higher precision on separation between kernels and shells, minimizing the possibility for kernels to be re-processed / re-cracked, resulting into better grades and standards and eventually higher yields too.

Buyer understands that the installation of more aspiration heads is correlative to better cleaning results (less shells in kernels and less kernels in shells). The cleaning result depends on the variety of the almonds and it is affected from various characteristic of the almonds, including, but not limited to, the hardness of the shell of almonds, the weight of the kernels compared to that of the shells, moisture of the etc. Thereof, a poorer cleaning result will be presented (more shells in kernels and more kernels in shells), including, but not limited to, varieties with double kernels and hard-shell varieties, compared to the performance on semi-hard or soft varieties with no double kernels.

Input processing capacity per hour may change due to differences on variety and caliber of the almonds. In cases where the inshell almonds’ thickness range is low, and as a result inshell almonds are not evenly distributed across all the rotary sizers and therefore into the cracking bars, a lower input capacity than the minimum mentioned should be expected. Hardness, flexibility and moisture of the almond as well as weather conditions preharvest or storage conditions may affect the flexibility of almonds and thereof the input capacity per hour. Notwithstanding the foregoing, information relating to performance and capacity shall always be considered approximate and shall be considered satisfied, provided the results achieved reach 70% of the minimum of those expected in accordance with the information provided by NutTech.

For the blanching lines:

Buyer understands that should replace frequently the dirty water from the machines 4, 5 and 7. Replacing frequently the dirty water is correlative to whiter almonds, while failure to do it results into more brown almonds.

Buyer understands that some varieties, including, but not limited to, almonds Texas/Mission, are difficult to get blanched (skin removal), since the skin of the almonds is structurally sticked inside the kernels.

Buyer have visited a consimilar line on Volos, understood the similarities and differences as well as all the details of the current ordered line and accepted the final result.