International General Terms and Conditions of Sale

These International General Terms and Conditions of Sale are intended to define the commercial, financial, logistical and contractual conditions applicable to international sales of products marketed by M.S.V-Nosy Be, including natural Madagascar vanilla – Vanilla planifolia – produced, prepared, packaged and/or marketed by M.S.V-Nosy Be in Nosy-Be, Madagascar.

These General Terms and Conditions of Sale shall apply to any quotation, offer, order, invoice, contract or commercial transaction concluded between M.S.V-Nosy Be and the Customer, unless otherwise agreed in writing and signed by the Parties.

Any order confirmed by the Customer shall constitute full and unconditional acceptance of these General Terms and Conditions of Sale.

M.S.V-Nosy Be markets, in particular, natural Madagascar vanilla in different qualities, lengths, moisture levels, sizes, categories and levels of preparation. The precise characteristics of the product sold shall be those specified in:

• the quotation;
• the order confirmation;
• the commercial invoice;
• the technical specification sheet;
• or any other commercial document expressly accepted by the Parties.

Photographs, samples and commercial presentations are provided for information purposes only, unless otherwise expressly agreed in writing.

Due to the natural and agricultural nature of the product, the characteristics of each lot may reasonably vary, particularly as a result of the harvest, origin, crop year, size, length, moisture content, preparation and storage conditions. Unless otherwise expressly agreed in writing, such natural variations shall not, in themselves, constitute non-conformity.

Any international transaction shall be subject to the complete and verifiable identification of the Customer and, where different, the end customer or final importer. The Customer shall provide, where necessary:

• its legal name;
• its address;
• its registration number;
• its tax identification number or equivalent;
• its banking details;
• the identity of its legal representative;
• the destination country;
• the identity of the final importer;
• any information required for customs and regulatory formalities.

M.S.V-Nosy Be reserves the right to request any document necessary to verify the identity, business activity and compliance status of the Customer. In the event of incomplete, inaccurate or unverifiable information, M.S.V-Nosy Be may suspend or refuse the order.

Offers and quotations issued by M.S.V-Nosy Be shall remain valid for the period stated in the relevant commercial document. In the absence of a specific validity period, the quotation shall remain valid for 15 calendar days, subject to product availability and market conditions.

The order shall become binding upon: the Customer’s written acceptance of the quotation; receipt of the required deposit; validation of the commercial and regulatory information necessary for export.

M.S.V-Nosy Be reserves the right to refuse or suspend any order for commercial, regulatory, financial, logistical, compliance or availability reasons.

The applicable sales price shall be the price stated in the quotation, commercial offer or order confirmation accepted by the Parties.

2026 Reference Price — Indicative professional reference price: EUR 250 per kg FOB, agreed port of loading in Madagascar, Incoterms® 2020, unless otherwise stated in a commercial offer or agreed in writing.

This price constitutes a commercial reference basis and not a definitive price applicable to all transactions. The price may vary depending in particular on:

• the quality of the vanilla;
• the size and length of the beans;
• the quantity ordered;
• product availability;
• packaging;
• the selected Incoterm;
• logistical and regulatory costs;
• payment terms;
• specific Customer requirements;
• market conditions.

Any costs not expressly included in the price shall be invoiced separately or shall remain payable by the Party designated under the applicable Incoterm.

The prices, minimum order quantities, payment terms, delivery terms and other applicable commercial conditions shall be those stated in the commercial offer, quotation or contract concluded between M.S.V-Nosy Be and the Buyer.

M.S.V-Nosy Be remains open to commercial discussions with the Buyer and may, on an exceptional basis and following an assessment of each transaction, grant specific pricing or commercial conditions. Such adjustments may take into account, in particular, the quantities ordered, recurring orders, the duration of the commercial relationship, payment terms and deadlines, annual or multi-year commitments, as well as the overall conditions of the transaction.

Any commercial negotiation shall remain optional and shall be at the sole discretion of M.S.V-Nosy Be. No price, discount, benefit or specific commercial condition shall be considered acquired until it has been expressly agreed in writing between the Parties.

Accordingly, the prices and conditions stated in these General Terms and Conditions of Sale constitute a commercial reference basis which may be adapted by mutual agreement according to the characteristics of each transaction. Any specific condition negotiated and accepted in writing between the Parties shall prevail, for the relevant transaction, over the general provisions of these General Terms and Conditions of Sale.

Unless otherwise agreed in writing:

• 30% deposit shall be payable upon confirmation of the order;
• The remaining 70% balance shall become payable after the goods have been shipped by M.S.V-Nosy Be.

The documents required for customs clearance and/or taking possession of the goods shall remain under the control of M.S.V-Nosy Be until its bank has confirmed the actual and irrevocable receipt of the balance payment. Upon bank confirmation of payment, the relevant documents shall be released and transmitted to the Customer or its freight forwarder/customs agent in order to enable customs clearance of the goods.

The deposit constitutes a firm commitment by the Customer and enables M.S.V-Nosy Be, in particular, to reserve, prepare, package and arrange shipment of the goods. In the event of cancellation by the Customer after confirmation of the order, M.S.V-Nosy Be may retain the deposit and/or amounts corresponding to costs, commitments and expenses actually incurred, subject to any mandatory applicable legal provisions.

No goods shall be released for shipment before receipt and effective validation of payment in accordance with the agreed terms. Bank charges related to international payments shall be borne by the Customer, unless otherwise agreed in writing. Any exceptional payment period granted to the Customer must be expressly provided for in a written agreement accepted by M.S.V-Nosy Be.

In the event of late payment or non-payment, M.S.V-Nosy Be may, without prejudice to its other rights:

• suspend performance of the order;
• suspend ongoing shipments;
• demand immediate payment of any outstanding amounts;
• refuse any new order or delivery;
• cancel the order under the applicable conditions;
• claim costs, expenses and losses directly resulting from the payment default, within the limits permitted by applicable law.

Any new payment period granted to the Customer must be subject to a written agreement.

Unless otherwise stated on the invoice or in the contract, international transactions may be carried out in accordance with the Incoterms® 2020 rules of the International Chamber of Commerce (ICC). The applicable Incoterm shall be expressly stated in the quotation, invoice or commercial contract.

Where FOB is agreed, it shall be understood in accordance with Incoterms® 2020, at the agreed port of loading in Madagascar. The Incoterm shall determine, in particular, the allocation of costs, obligations and risks between the Seller and the Buyer. Transfer of risk shall take place in accordance with the Incoterm expressly agreed between the Parties.

M.S.V-Nosy Be shall, within the scope of its obligations as Seller and authorized exporter, handle the procedures and documents falling within its responsibility. Depending on the nature of the transaction, the documents may include, in particular:

• commercial invoice;
• packing list;
• transport documents;
• customs documents;
• certificate of origin, where required;
• phytosanitary certificate or other required certificate;
• traceability documentation;
• any other legally required document.

Specific documents required by the importing country must be communicated by the Customer sufficiently in advance. M.S.V-Nosy Be shall not be held liable for any inability or delay resulting from an import requirement that was not communicated by the Customer in a timely manner. Additional documents or certifications not included in the initial offer may be subject to additional charges.

The Customer shall be responsible for all obligations applicable to it in the destination country, including:

• import formalities;
• import licenses and permits;
• duties and taxes;
• VAT or equivalent taxes;
• customs clearance at destination;
• compliance with local requirements;
• specific labeling requirements;
• sanitary or food registration where required;
• compliance with regulations applicable to the marketing of the product.

The Customer shall inform M.S.V-Nosy Be, before placing the order, of any specific requirement applicable in its country. The Customer shall remain responsible for the use, resale and marketing of the products after transfer in accordance with the agreed Incoterm.

The Parties undertake to comply with the laws and regulations applicable to their respective obligations. This includes, in particular:

• customs regulations;
• sanitary and phytosanitary requirements;
• applicable food regulations;
• traceability requirements;
• tax obligations;
• regulations relating to foreign exchange and international payments;
• rules relating to fraud, corruption and money laundering prevention;
• applicable sanctions and trade restrictions.

Each Party shall be responsible for its own regulatory obligations.

Proceeds arising from exports carried out by M.S.V-Nosy Be shall be subject to the applicable Malagasy rules relating to bank domiciliation, repatriation of foreign currency and, where applicable, surrender or conversion of export proceeds.

M.S.V-Nosy Be undertakes to comply with its applicable obligations in accordance with the Malagasy regulations in force. The Customer undertakes to provide the information and documents required for the banking and regulatory processing of the transaction.

Any delay or difficulty resulting from a banking, regulatory or foreign-exchange obligation applicable to the transaction may result in a postponement of the performance schedule, without M.S.V-Nosy Be being held liable where such difficulty is reasonably beyond its control.

M.S.V-Nosy Be undertakes to supply products corresponding to the characteristics agreed in the quotation, technical specification sheet or order confirmation. Due to the natural nature of vanilla, reasonable variations in color, appearance, length, size, texture, aroma or moisture content may occur between lots, within the limits of the agreed specifications.

Where the Customer wishes to conduct an inspection or quality control prior to shipment, such inspection must be requested before the final preparation of the order. Unless otherwise agreed, any inspection costs requested by the Customer shall be borne by the Customer.

The Customer shall inspect the goods immediately upon receipt. Any claim concerning an apparent non-conformity must be notified in writing to M.S.V-Nosy Be within a maximum period of 5 business days following receipt of the goods, unless a different period has been expressly agreed in writing. Any non-apparent non-conformity must be reported to M.S.V-Nosy Be as soon as reasonably possible after its discovery.

Any claim must be supported by sufficient evidence enabling M.S.V-Nosy Be to identify the relevant lot and investigate the claim, including, where necessary:

• lot number or reference;
• photographs;
• quantity concerned;
• precise description of the non-conformity;
• delivery documents;
• any available analysis or inspection report.

The Customer shall retain the affected goods under appropriate conditions and shall allow M.S.V-Nosy Be to carry out the necessary inspections. No destruction, processing or resale of goods subject to a claim shall take place before M.S.V-Nosy Be has had a reasonable opportunity to examine the issue, except where required by law or for sanitary reasons. A claim shall not automatically suspend the Customer’s obligation to pay any undisputed amounts.

M.S.V-Nosy Be implements a traceability policy enabling, depending on the products and available documentation, the identification of, in particular:

• product origin;
• lot;
• harvest period;
• preparation operations;
• storage conditions;
• packaging;
• export documentation.

Traceability information provided to the Customer is intended for the specified commercial and regulatory purposes and may not be reproduced, published or used for other purposes without the prior written consent of M.S.V-Nosy Be, except where required by law.

Products shall be packaged in accordance with the requirements agreed between the Parties and adapted to the nature of the product and the method of transportation. Any special packaging, labeling or conditioning requested by the Customer must be communicated before confirmation of the order.

Additional costs resulting from specific Customer requirements may be invoiced separately. The Customer shall be responsible for any specific labeling or packaging requirements applicable in the destination country that were not communicated to M.S.V-Nosy Be before confirmation of the order.

Delivery and preparation times communicated by M.S.V-Nosy Be are indicative unless a specific written commitment has been made. They may be affected, in particular, by:

• administrative formalities;
• customs controls;
• phytosanitary inspections;
• banking procedures;
• weather conditions;
• transport availability;
• governmental decisions or restrictions;
• force majeure events;
• constraints related to export operations.

A delay shall not give rise to any penalty, compensation or automatic cancellation unless expressly provided for in writing in the relevant contract.

Unless otherwise required by mandatory law, title to the goods shall transfer to the Customer only after full payment of the amount due to M.S.V-Nosy Be. Transfer of risk shall, however, be determined exclusively by the Incoterm agreed between the Parties.

Transfer of risk shall not constitute transfer of title where the purchase price has not been paid in full.

Neither Party shall be held liable for any delay or failure to perform resulting from an event reasonably beyond its control that prevents or delays the performance of its obligations. The following may, in particular, constitute force majeure events, insofar as they meet the applicable legal conditions:

• natural disasters;
• cyclones;
• floods;
• fires;
• epidemics or pandemics;
• wars;
• civil unrest;
• general strikes;
• governmental decisions;
• export or import restrictions;
• border closures;
• port or transport blockages;
• exceptional infrastructure failures;
• banking or international restrictions;
• events seriously affecting harvests or supply.

The affected Party shall inform the other Party as soon as reasonably possible and shall take reasonable measures to limit the consequences of the event.

M.S.V-Nosy Be undertakes to perform its obligations diligently and in accordance with the accepted contractual documents.

Unless otherwise required by mandatory law, M.S.V-Nosy Be shall not be liable for indirect damages, commercial losses, loss of turnover, loss of customers or loss of profits resulting from an event beyond its control. Any liability of M.S.V-Nosy Be shall be limited to direct and proven damages attributable to a breach by M.S.V-Nosy Be, within the limits permitted by applicable law.

Unless otherwise required by mandatory law, M.S.V-Nosy Be shall not be liable for consequences resulting from improper preservation, improper handling, processing, unsuitable storage or non-compliant use of the product after transfer of risk.

Commercial, technical, financial, pricing and contractual information, as well as information relating to suppliers, producers, partners or customers communicated in the course of the commercial relationship, shall be treated as confidential.

The Customer undertakes not to disclose such information to third parties without the prior written consent of M.S.V-Nosy Be, except where required by law or necessary for the performance of the commercial transaction. This confidentiality obligation shall remain applicable after termination of the commercial relationship, to the extent permitted by applicable law.

Where M.S.V-Nosy Be directly or indirectly introduces the Customer to a producer, supplier, partner, carrier, intermediary or other operator within its commercial supply chain, the Customer undertakes not to use such introduction for the purpose of circumventing M.S.V-Nosy Be or carrying out directly any transaction whose purpose or effect would be to deprive M.S.V-Nosy Be of the commercial relationship or its legitimate remuneration.

Any direct commercial relationship resulting from an introduction made by M.S.V-Nosy Be must first be brought to the attention of M.S.V-Nosy Be. The Customer specifically undertakes not to use contact details, commercial information or contact information provided by M.S.V-Nosy Be for the purpose of avoiding its involvement in a commercial transaction resulting from such introduction.

This clause shall apply during the commercial relationship and for a reasonable period following its termination, subject to any mandatory applicable provisions.

Prices may change depending on economic and commercial factors such as: production costs; vanilla availability; harvest conditions; quality and size; packaging costs; transportation; insurance; export formalities; regulations; exchange rates; general market developments.

Any order already confirmed shall remain subject to the price expressly accepted by the Parties, unless otherwise agreed in writing.

M.S.V-Nosy Be seeks to promote long-term and balanced commercial relationships. Accordingly, the Company may offer its regular partners preferential commercial conditions taking into account, in particular:

• annual volume;
• order frequency;
• payment regularity;
• duration of the partnership;
• cooperation commitments;
• purchase predictability;
• annual or multi-year commitments.

Such benefits shall be granted on a case-by-case basis and shall not constitute an automatic entitlement. Any discount or preferential condition must be expressly accepted in writing.

In the event of a material breach by either Party of its contractual obligations, the other Party may request that the breach be remedied within a reasonable period. If the breach is not remedied, the contractual relationship may be terminated in accordance with applicable legal provisions and the specific terms of the relevant contract.

In the event of fraud, false statements, significant payment default, unlawful use of documents, serious violation of regulatory obligations or conduct likely to seriously harm the interests of M.S.V-Nosy Be, the latter may immediately suspend performance of the order, subject to legally applicable rights.

Termination shall not affect the rights and obligations accrued by the Parties prior to its effective date.

These General Terms and Conditions of Sale shall be governed by the laws of the Republic of Madagascar, subject to any mandatory rules that may apply to the relevant international contract.

The Parties undertake to first seek an amicable solution to any dispute relating to the interpretation, performance or termination of their commercial relationship. Failing an amicable settlement within a reasonable period, the dispute may be submitted to the competent courts of Madagascar, subject to any mandatory international jurisdiction rules that may apply.

Specific provisions of a contract or an international agreement expressly accepted by the Parties may provide for a different dispute resolution mechanism.

These General Terms and Conditions of Sale are drafted in French. In the event of a translation into English or any other language, the French version shall prevail, unless otherwise expressly agreed in writing by the Parties.

M.S.V-Nosy Be reserves the right to amend its General Terms and Conditions of Sale in order to take into account legislative, regulatory, commercial or operational developments.

The version applicable to an order shall be the version accepted at the time the order is confirmed, unless otherwise required by law. Subsequent amendments shall not apply to orders already confirmed, unless agreed in writing by the Parties or required by law.

If any provision of these General Terms and Conditions of Sale is declared null, unlawful or unenforceable, the remaining provisions shall remain fully applicable. The Parties shall endeavor to replace the affected provision with a legally valid provision having an economic effect as close as possible to the original intention.

These General Terms and Conditions of Sale constitute the general framework governing the commercial relationship between M.S.V-Nosy Be and its Customers. Specific conditions appearing in a quotation, invoice, order confirmation or specific contract shall prevail over these General Terms and Conditions of Sale where they have been expressly accepted by the Parties.

In the event of any contradiction between several contractual documents, the specific conditions expressly negotiated and accepted for the relevant transaction shall prevail over these General Terms and Conditions of Sale. M.S.V-Nosy Be remains willing to provide competent authorities and authorized commercial partners with the supporting documents necessary to verify its transactions, subject to confidentiality and applicable regulations.

M.S.V-Nosy Be undertakes to develop a commercial policy based on:

• product quality;
• traceability;
• commercial transparency;
• respect for producers and workers;
• compliance with tax, social and customs obligations;
• regulatory compliance;
• environmental and social responsibility;
• the development of sustainable commercial relationships.

M.S.V-Nosy Be seeks to establish with its partners a relationship based on trust, consistency, mutual respect and the pursuit of sustainable economic balance. The commercial price is therefore determined taking into account all direct and indirect costs necessary for the production, preparation, preservation, traceability, compliance, management and export of vanilla.

Placing an order, signing a quotation, providing written confirmation of an offer or paying the deposit shall constitute acceptance of these General Terms and Conditions of Sale, except for any specific terms expressly agreed in writing.

The Customer acknowledges having read these General Terms and Conditions of Sale and accepts them without reservation, subject to any specific terms expressly agreed in writing between the Parties.