Version 2026.1

These Sales & Shipping Terms and Conditions ("Terms") apply to all sales of products ("Products") by Panimex Inc. ("Panimex") and form an integral part of every Sales Confirmation, Pro Forma Invoice, Order Confirmation, Contract and related trading document issued by Panimex.

By placing an order, accepting a Sales Confirmation, making payment, or taking delivery of Products, the Buyer agrees to be bound by these Terms.

1. Agreement

1.1 These Terms together with the applicable Sales Confirmation constitute the entire agreement ("Agreement") between Panimex and the Buyer.

1.2 No amendment, waiver, representation, undertaking or agreement shall be binding unless made in writing and signed by an authorized representative of Panimex.

1.3 Electronic signatures, scanned documents and electronic communications shall be deemed original, valid and binding.

2. Products

2.1 Products shall conform substantially to the specifications stated in the applicable Sales Confirmation.

2.2 Commercial tolerances customary in the food trading industry regarding weight, dimensions, packaging, labeling, production dates and appearance shall not constitute a defect.

2.3 Unless otherwise agreed, shipment quantity may vary by up to ten percent (10%) above or below the contracted quantity.

2.4 Loading weights and quantities determined at origin shall be final and binding for invoicing purposes.

3. Price

3.1 Prices are those stated in the Sales Confirmation.

3.2 Prices are based upon the applicable Incoterms® 2020 trade term specified in the Sales Confirmation.

3.3 Unless otherwise agreed in writing, all import duties, taxes, customs fees, inspection charges, demurrage, storage charges, destination terminal charges and similar expenses shall be borne by the Buyer.

3.4 Changes in market prices, exchange rates, resale values, market conditions or demand shall not relieve Buyer from its obligations under the Agreement.

4. Payment

4.1 Buyer shall make payment strictly in accordance with the terms specified in the Sales Confirmation.

4.2 Buyer remains fully responsible for payment of all invoices regardless of whether:

a) Products are delivered to a third party;

b) documents are issued to a third party;

c) payment is expected from a third party; or

d) Products are sold onward by Buyer.

4.3 Ownership of Products shall remain with Panimex until all amounts due have been paid in full.

4.4 If Buyer fails to make payment when due, Panimex may without notice:

a) suspend shipments;

b) withhold shipping documents;

c) cancel outstanding contracts;

d) resell Products;

e) require advance payment for future transactions; and/or

f) declare all outstanding balances immediately due and payable.

5. Interest, Collection Costs and Set-Off

5.1 Overdue amounts shall bear interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law.

5.2 Buyer shall reimburse Panimex for all legal fees, collection costs, arbitration costs, court costs, agency fees and expenses incurred in recovering any unpaid amounts.

5.3 Panimex may set off any amount owed by Buyer against any amount payable by Panimex to Buyer under any agreement.

6. Delivery

6.1 Shipping periods and delivery dates are estimates only.

6.2 Panimex shall use commercially reasonable efforts to comply with agreed shipping schedules but does not guarantee vessel availability, sailing schedules, transit times or arrival dates.

6.3 Time shall not be of the essence.

6.4 Delays in shipment, loading, discharge or delivery shall not entitle Buyer to:

a) cancel the Agreement;

b) reject Products; or

c) claim compensation, damages, credits or reimbursement.

6.5 Panimex shall not be liable for delays resulting from carrier actions, vessel scheduling, port congestion, customs procedures, inspections, transportation disruptions, government actions, or any causes beyond its reasonable control.

7. Risk of Loss

7.1 Risk of loss or damage shall transfer in accordance with the Incoterms® 2020 term specified in the Sales Confirmation.

7.2 Following transfer of risk, all responsibility for loss, damage, deterioration, delays, storage costs and related expenses shall be borne by Buyer.

8. Inspection and Claims

8.1 Buyer shall inspect Products immediately upon arrival.

8.2 Any claim concerning quantity, weight, quality, packaging, specifications or condition of Products must be submitted in writing within five (5) business days following discharge or delivery.

8.3 Claims must include:

a) photographs;

b) supporting documentation;

c) inspection records; and

d) where requested by Panimex, an independent survey report issued by a recognized inspection company.

8.4 Failure to provide proper notice and supporting evidence within the prescribed period shall constitute irrevocable acceptance of the Products.

8.5 No claim shall relieve Buyer from its obligation to make payment when due.

9. Import Requirements

9.1 Buyer is solely responsible for obtaining all licenses, permits, approvals, registrations and governmental authorizations required in the country of destination.

9.2 Buyer shall ensure compliance with all customs, veterinary, food safety, labeling and regulatory requirements applicable to the importation, distribution and sale of the Products.

9.3 Panimex shall not be liable for losses arising from:

a) customs delays;

b) import refusals;

c) regulatory changes;

d) government actions;

e) sanctions restrictions; or

f) Buyer's failure to satisfy import requirements.

10. Insurance

10.1 Where cargo insurance is included in the agreed trade term, coverage shall be subject to the conditions and limitations of the applicable insurance policy.

10.2 Any claim relating to insured cargo shall be submitted in accordance with insurer requirements.

11. Compliance with Sanctions

11.1 Buyer represents and warrants that neither Buyer nor any end-user is subject to sanctions imposed by Canada, the United States, the United Nations, the European Union or the United Kingdom.

11.2 Buyer shall not resell, transfer, redirect or otherwise use Products in violation of any applicable sanctions, export control laws or trade restrictions.

12. Default

12.1 Panimex may immediately terminate the Agreement upon written notice if:

a) Buyer fails to make payment when due;

b) Buyer breaches any term of the Agreement;

c) Buyer becomes insolvent, bankrupt, enters receivership or is unable to meet its obligations as they become due; or

d) Panimex reasonably believes Buyer's creditworthiness has materially deteriorated.

12.2 Upon termination, all amounts owing become immediately due and payable.

13. Disclaimer of Warranties

Except as expressly stated in the Sales Confirmation, Panimex disclaims all representations, conditions and warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose or suitability for any specific market or application.

14. Limitation of Liability

14.1 Panimex's total aggregate liability arising from any transaction shall not exceed the invoice value of the affected Products.

14.2 Under no circumstances shall Panimex be liable for:

a) loss of profit;

b) loss of business;

c) loss of anticipated savings;

d) loss of market;

e) loss of goodwill;

f) indirect damages;

g) consequential damages; or

h) special damages.

15. Force Majeure

15.1 Panimex shall not be liable for any failure or delay in performance caused directly or indirectly by events beyond its reasonable control including:

• acts of God;

• fire;

• flood;

• epidemic or pandemic;

• war;

• terrorism;

• labor disputes;

• government restrictions;

• sanctions;

• export restrictions;

• import restrictions;

• disease outbreaks;

• veterinary restrictions;

• processing plant shutdowns;

• transportation interruptions;

• port congestion;

• vessel cancellations;

• equipment failures; and

• supplier shortages.

15.2 Performance shall be suspended for the duration of such event.

16. Dispute Resolution

16.1 The parties shall attempt to resolve any dispute through good-faith negotiations.

16.2 Any dispute arising from or relating to the Agreement shall be finally resolved by binding arbitration.

16.3 The place of arbitration shall be Montreal, Quebec, Canada.

16.4 The arbitration shall be conducted in the English language before a single arbitrator.

16.5 The arbitrator's decision shall be final and binding upon the parties and may be enforced by any court of competent jurisdiction.

17. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.

18. Assignment

Buyer may not assign any rights or obligations under the Agreement without the prior written consent of Panimex.

Panimex may assign any of its rights or obligations to an affiliate, successor or related entity.

19. Severability

If any provision of the Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

20. Notices

All notices, demands and communications shall be made in writing and delivered by email, courier or registered mail to the addresses stated in the Sales Confirmation.

PANIMEX INC.

Montreal, Quebec, Canada

Website: www.panimex.ca