STANDARD TERMS AND CONDITIONS OF BUSINESS

1. Definitions

“Agreement” means these Terms and Conditions of Business together with any Purchase Order issued by the Company to the Supplier, including any schedule(s) and annex(es) attached to it.

“Aujan Group Company/Companies” means Aujan Beverages LLC, Aujan Coca-Cola Beverages Company Limited, Aujan Group Holding Limited, and Rani Refreshments FZCO, and includes any of their respective affiliates and subsidiaries

“Confidential Information” means the information and/or data, whether in writing or verbal of any kind, form or nature whatsoever exchanged between the Parties in connection with this Agreement.

“Company” means the Aujan Group Company requesting the Services/Goods from the Supplier as listed on the Purchase Order.

“Group” means the Aujan Group Companies, collectively

“Party” means either the Company or the Supplier and “Parties” means the Company and the Supplier together.

“Purchase Order” means the purchase order provided by the Company to the Supplier.

“Services/Goods” means the services or goods (as applicable) provided by the Supplier to the Company as described in the Purchase Order.

“Fee” means the agreed fee stated in Clause 4 of this Agreement, being the fee for the provision of the Services/Goods to be paid by the Company to the Supplier.

“Supplier” means the supplier of Services/Goods (as applicable) as described in the Purchase Order or quotation provided by the Supplier.

“Term” means the term of this Agreement as set out in Clause 3 of this Agreement.

2. Scope of Services

The Supplier shall provide the Services/Goods to the Company during the Term. The Supplier agrees to adhere strictly to the provision of the Services/Goods set out in this Agreement and the Purchase Order.

3. Term

The Term of this Agreement shall commence on the date the Supplier submits the Supplier registration documents to the Company or on the date of the Purchase Order (whichever is earlier), and shall continue in effect until the Services/Goods are received and accepted by the Company.

4. Price and Payment Terms

Subject to Clause 9 of this Agreement, in consideration of the provision of the Services/Goods by the Supplier, the Company shall pay the Supplier the payments as stipulated in this Agreement. In the event that the Company submits a written challenge to the Supplier following receipt of an invoice the Company has the right to withhold all or part of any invoice amount until such challenge is settled between the Parties. Invoi ced sums for any Services/ Goods shall be paid within one hundred and twenty (120) days from the date of receipt of invoice by the Company unless specified otherwise on the Purchase Order.

5. Warranties

The Supplier warrants to the Company that: (a) it is a duly incorporated, validly existing company under the laws of the place of its incorporation; (b) it has the legal right and authority to enter into this Agreement with the Company; (c) execution of this Agreement does not and will not violate any applicable law and does not constitute a default or breach of any of its other obligations; (d) the persons entering into this Agreement on its behalf have been duly authorised to do so; and (e) the Services/Goods shall be provided/performed in a workmanlike manner and in conformity with general prevailing industry standards and the Services/Goods shall be of the best quality, material and workmanship and conform in all respects with this Agreement and specification as provided thereunder.

6. Quality and Defects

6.1 The Services/Goods shall be of the best available quality, material, workmanship, without fault and conform in all respects with the Purchase Order and specifications and/or patterns supplied or advised by the Company to the Supplier.

6.2 At any time prior to the provision/delivery of the Services/Goods to the Company the Company shall have the right to inspect and evaluate the Services/Goods.

6.3 If the results of such inspection or evaluation cause the Company to be of the opinion that the Services/Goods do not conform with the Purchase Order and/or its requirements, the Company may terminate this Agreement or request the Supplier to immediately take such action as is necessary to ensure conformity.

6.4 In the event that the Supplier breaches any of the terms of this Agreement related to the Services/Goods, the Company upon informing the Supplier of the breach, shall be entitled to an amount equal to any loss, damage, cost, expense or claim suffered or incurred by the Company arising directly or indirectly out of any breach of this Agreement or any negligent act or omission by the Supplier in connection with this Agreement. These amounts shall be paid to the Company by the Supplier at the Company’s sole discretion through the following: (i) a cash settlement; (ii) a credit note; (iii) free of charge products/services; (iv) an adjustment against the future invoice price; or (v) an adjustment against the future contract price.

7. Delivery

7.1 The Services/Goods shall be delivered, freight included unless otherwise agreed in writing, to the Company’s place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Services/Goods.

7.2 The date for delivery shall be specified in the Purchase Order, or if no such date is specified then delivery shall take place within five (5) days of the Purchase Order.

7.3 Unless otherwise stipulated by the Company in the Purchase Order, deliveries shall only be accepted by the Company during normal business hours.

7.4 If the Services/Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to: (a) terminate this Agreement in whole or in part; (b) refuse to accept any subsequent delivery of the Services/Goods which the Supplier attempts to make; (c) recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Services/Goods in substitution from another supplier; and (d) claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to deliver the Services/Goods on the due date.

8. Indemnity

The Supplier shall indemnify the Company for any loss, damage, cost, expense or claim suffered or incurred by the Company arising directly or indirectly out of any breach of this Agreement or any negligent act or omission by the Supplier in connection with this Agreement.

9. Termination

9.1 The Company may terminate this Agreement without cause upon serving a thirty (30) days written notice. In the event of termination without cause, the Company agrees to pay the Supplier for the Services/Goods that have been supplied or delivered (as applicable) up to the date of termination, unless the relevant invoice(s) is queried by the Company in accordance with Clause 4 of this Agreement.

9.2 The Company may terminate this Agreement by giving written notice to the Supplier immediately if the Supplier: (a) commits a material breach of any of its obligations which is incapable of remedy; (b) commits a material breach which is capable of remedy, or persist in any breach of any of its obligations under this Agreement, after having been required in writing to remedy or desist from such failure or breach within fourteen (14) days of being notified of such failure or breach (subject to the Parties’ right to mutually extend the period stated within this Clause 9); (c) ceases or threatens to cease carrying on its business; (d) becomes insolvent, is wound up, goes into liquidation or enters into any form of external administration; or (e) enters into any scheme of arrangement with its creditors.

10. Confidentiality

All Confidential Information shall be held by the Supplier in strict confidence and shall not be divulged, made available or disclosed, in whole or in part, to any third party without the prior written consent of the Company.

11. Data Protection

The Supplier warrants and represents that it will fully comply with all data protection legislation applicable to it in relation to any personal data processed in connection with this Agreement, including without limitation by maintaining any required registration or notification and adequate technical, organisational and security measures. Personal data provided by the Company under this Agreement shall only be used by the Supplier to the extent necessary to fulfil its obligations under the applicable Purchase Order. The Supplier shall be responsible for any failure of its personnel or subcontractors to comply with its obligations under this Clause. If any unauthorised disclosure of, or access to, personal data is attributable to a breach of this Clause, the Supplier shall bear its own costs and the costs incurred by the Company and/or its affiliates in responding to such breach.

12. Sanctions and Anti-Bribery

The Supplier warrants that it is not, and is not owned or controlled by any person that is, subject to any sanctions administered by the United Nations, the United States, the European Union, the United Kingdom or any other applicable competent authority, and that it will not use any goods or funds provided by the Company in violation of any applicable trade control or sanctions law. The Supplier further warrants that it will conduct its business with the Company with honesty and integrity and in compliance with all applicable anti-bribery and anti-corruption laws.

13. Tax Verification and Due Diligence

The Supplier shall, prior to onboarding and upon request, provide the Company with valid evidence of its trade licence or certificate of incorporation and, where applicable, identification for its authorised representative. Where the value of supplies to the Company exceeds, or is expected to exceed, AED 375,000 in any 12-month period, the Supplier shall provide written confirmation from an authorised bank, being a bank authorised in the UAE where the Supplier is UAE-based, or otherwise a bank authorised in the Supplier’s own jurisdiction of incorporation, that it holds a bank account, free of reservations or conditions (such confirmation need not be addressed to the Company). The Supplier warrants that its legal name, bank account, and invoices are and shall remain consistent, and shall accept payment by electronic means save where the Company agrees otherwise. The Supplier shall notify the Company promptly of any material change to its registered address, ownership, or key personnel, and shall cooperate with the Company’s periodic re-verification of the foregoing. The Company may withhold onboarding, Purchase Orders, or payment, without liability, where the Supplier fails to provide this information.

14. General Clauses

14.1 The performance by the Supplier of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between the Supplier and the Company, nor will this Agreement be deemed to constitute a joint venture or partnership between the Parties.

14.2 The Supplier shall comply with the Code of Conduct for Suppliers to the Company, the Company’s Supplier Guiding Principles, and ensure that it delivers the Services/Goods and its other obligations in accordance and applicable law governing the provision of this Agreement and the jurisdictions in which the Services/Goods are provided.

14.3 The rights and obligations of the Supplier shall not be capable of being assigned, delegated or transferred except with the written consent of the Company. The Company shall be free to assign, delegate or transfer any of its rights or obligations under this Agreement to any third party without the requirement of prior approval of the Supplier.

14.4 Should any conflict arise between the terms of any Purchase Order or any documents provided by the Supplier and the terms of this Agreement between the Company and the Supplier, the terms of this Agreement shall prevail.

14.5 This Agreement shall be governed by and construed in all respects in accordance with the laws of the country where the Supplier is located/registered. The Supplier irrevocably agrees for the benefit of the Company that the courts of the country where the Services/Goods are to be provided/delivered shall have jurisdiction provided that the Company shall have the right to submit disputes to the jurisdiction of any other courts or venue.

14.6 All notices or communications required or permitted to be made or given by either Party pursuant to this Agreement shall be in writing and in English. Such notices shall be deemed sufficient when sent by prepaid registered mail addressed to the other Party. Should the Parties change their respective addresses they must inform the other in writing. The Supplier shall conduct business dealing with Company with the highest standards of honesty and integrity.

14.7 The Supplier shall abide by the timelines stipulated by Company in its Request for Proposal and Request for Quotation.

14.8 The Supplier shall inform the Company immediately should bankruptcy or insolvency proceedings be instituted against it or in case of takeover, merger proposals or any change in its ownership.

14.9 The Supplier shall protect Company’s assets at all times from any misuse, waste or careless conduct resulting in loss to Company.

14.10 The Supplier shall report in writing to Company’s Procurement Director of any relationship or conflict of interest with any staff of Company’s Procurement Department that would affect the Supplier’s judgment or ability to act in the best interest of Company.

14.11 The Suppliers hereby consents to the Company auditing the Supplier (in the manner it deems fit) to ensure that the Supplier has at all times complied with the terms in this Agreement.

CODE OF BUSINESS CONDUCT FOR SUPPLIERS TO THE COMPANY

The Company expects all of its employees to comply with the law and act ethically in all matters. We have the same expectations of our suppliers. Our Code of Business Conduct sets the basic standards for employee conduct. This Code of Business Conduct for Suppliers (“Code”) establishes related requirements for our suppliers. Working together, we can achieve great success by doing the right thing.

Note: This Code contains general requirements applicable to all suppliers to the Company. Particular contracts may contain more specific provisions addressing some of these same issues. Nothing in this Code is meant to supersede any more specific provision in a particular contract, and to the extent there is any inconsistency between this Code and any other provision of a particular contract, the provision in the contract will take precedence.

Conflicts of Interest

Employees of the Company should act in the best interest of the Company. Accordingly, employees should have no relationship, financial or otherwise, with any supplier that might conflict, or appear to conflict, with the employee’s obligation to act in the best interest of the Company. For example, suppliers should not employ or otherwise make payments to any employee of the Company during the course of any transaction between the supplier and the Company. Friendships outside of the course of business are inevitable and acceptable, but suppliers should take care that any personal relationship is not used to influence the Company employee’s business judgment. If a supplier employee is a family relation (spouse, parent, sibling, grandparent, child, grandchild, mother- or father-in-law, or domestic partner) to an employee of the Company, or if a supplier has any other relationship with an employee of the Company that might represent a conflict of interest, the supplier should disclose this fact to the Company or ensure that the Company employee does so.

Gifts, Meals and Entertainment

Employees of the Company are prohibited from accepting anything more than modest gifts, meals and entertainment from suppliers. Ordinary business meals and small tokens of appreciation such as gift baskets at holiday time generally are fine, but suppliers should avoid offering the Company employees travel, frequent meals or expensive gifts. Gifts of cash or cash equivalents, such as gift cards, are never allowed.

Business and Financial Records

Both the supplier and the Company must keep accurate records of all matters related to the supplier’s business with the Company. This includes the proper recording of all expenses and payments. If the Company is being charged for a supplier employee’s time, time records must be complete and accurate. Suppliers should not delay sending an invoice or otherwise enable the shifting of an expense to a different accounting period.

Bribery

Suppliers acting on behalf of the Company must comply with the U.S. Foreign Corrupt Practices Act, as well as all local laws dealing with bribery of government officials. In connection with any transaction as a supplier to the Company, or that otherwise involves the Company, the supplier must not transfer anything of value, directly or indirectly, to any government official, employee of a government-controlled company, or political party, in order to obtain any improper benefit or advantage. Suppliers must keep a written accounting of all payments (including any gifts, meals, entertainment or anything else of value) made on behalf of the Company, or out of funds provided by the Company . Suppliers must furnish a copy of this accounting to the Company upon request.

Protecting Information

Suppliers should protect the confidential information of the Company. Suppliers who have been given access to confidential information as part of the business relationship should not share this information with anyone unless authorized to do so by the Company. Suppliers should not trade in securities, or encourage others to do so, based on confidential information received from the Company. If a supplier believes it has been given access to the Company’s confidential information in error, the supplier should immediately notify its contact at the Company and refrain from further distribution of the information. Similarly, a supplier should not share with anyone at the Company information related to any other company if the supplier is under a contractual or legal obligation not to share the information.

Reporting Potential Misconduct

Suppliers who believe that an employee of the Company, or anyone acting on behalf of the Company, has engaged in illegal or otherwise improper conduct, should report the matter to the Company. The Supplier can contact the Company through the following email: address Speakup@ACCBC.com. A Supplier’s relationship with the Company will not be affected by an honest report of potential misconduct.

SUPPLIER GUIDING PRINCIPLES

Our Values and Commitments

Our Group is built on trust and respect. Our employees and those who do business with us around the world know we are committed to earning their trust with a set of values that represent the highest standards of quality, integrity, excellence, compliance with the law, and respect for human rights and the unique customs and cultures in communities where we operate. The Group has always endeavored to conduct business responsibly and ethically. We respect international human rights principles, including the United Nations Declaration of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. Our acknowledgment of these international principles is consistent with our dedication to enriching the workplace, respecting all human rights, preserving the environment and strengthening the communities where we operate.

The Supplier Guiding Principles – Reflecting Our Values

The Supplier Guiding Principles (SGP) are a vital pillar of our Group’s human rights and workplace accountability programs. These programs are driven by the belief that good corporate citizenship is essential to our long-term business success and must be reflected in our relationships and actions in our workplaces and the workplaces of those who are authorized to directly supply our business. Recognizing that there are differences in laws, customs, and economic conditions that affect business practices around the world, we believe that shared values must serve as the foundation for relationships between an Aujan Group Company and its suppliers, starting with the commitment to respect all human rights. The Supplier Guiding Principles communicate our values and expectations and emphasize the importance of responsible workplace policies and practices that comply, at a minimum, with applicable environmental laws and with local labor laws and regulations. The principles outlined below reflect the values we uphold in our own policies, and we expect our direct suppliers to follow the spirit and intent of these guiding principles to ensure respect for all human rights:

• Freedom of Association and Collective Bargaining : Respect employees’ right to join, form, or not to join a labor union without fear of reprisal, intimidation or harassment. Where employees are represented by a legally recognized union, establish a constructive dialogue with their freely chosen representatives and bargain in good faith with such representatives.
• Prohibit Child Labor: Adhere to minimum age provisions of applicable laws and regulations.
• Prohibit Forced Labor and Abuse of Labor: Prohibit physical abuse of employees and prohibit the use of all forms of forced labor, including prison labor, indentured labor, bonded labor, military labor, slave labor or any form of human trafficking.
• Eliminate Discrimination: Maintain workplaces that are free from discrimination or physical or verbal harassment. The basis for recruitment, hiring, placement, training, compensation, and advancement should be qualifications, performance, skills and experience.
• Work Hours and Wages: Compensate employees relative to the industry and local labor market. Operate in full compliance with applicable wage, work hours, overtime and benefits laws, and offer employees opportunities to develop their skills and capabilities, and provide advancement opportunities where possible.
• Provide a Safe and Healthy Workplace: Provide a secure, safe and healthy workplace. Maintain a productive workplace by minimizing the risk of accidents, injury, and exposure to health risks.
• Protect the Environment: Conduct business in ways which protect and preserve the environment. Meet applicable environmental laws, rules, and regulations.
• Business Integrity: Conduct business with integrity, respecting relevant laws and avoiding bribes and fraudulent practices.
• Grievance Procedure and Remedy: Provide workers with a mechanism to express grievances without fear of reprisal and ensure concerns are appropriately addressed in a timely manner.
• Management Systems: Have appropriate and effective systems in place to control actions ensuring lawful compliance and respect for all human rights.

Compliance with Applicable Laws and Standards

We expect our suppliers to share our commitment to respect all human rights. Suppliers to an Aujan Group Company and suppliers authorized by an Aujan Group Company are required to meet the following standards, at a minimum, with respect to their operations as a whole:

• Laws and Regulations: Supplier will comply with all applicable local and national laws, rules, regulations and requirements in the manufacturing and distribution on of our products and supplies and in the provision of services.
• Child Labor: Supplier will comply with all applicable local and national child labor laws.
• Forced Labor: Supplier will not use forced, bonded, prison, military or compulsory labor or any form of human trafficking.
• Abuse of Labor: Supplier will comply with all applicable local and national laws on abuse of employees and will not physically abuse employees.
• Freedom of Association and Collective Bargaining: Supplier will comply with all applicable local and national laws on freedom of association and collective bargaining.
• Discrimination: Supplier will comply with all applicable local and national discrimination laws.
• Wages and Benefits: Supplier will comply with all applicable local and national wages and benefits laws.
• Work Hours & Overtime: Supplier will comply with all applicable local and national work hours and overtime laws.
• Health & Safety: Supplier will comply with all applicable local and national health and safety laws
• Environment: Supplier will comply with all applicable local and national environmental laws.
• Business Integrity: Supplier will comply with all applicable local and national laws and will not use bribes or fraudulent practices.
• Demonstration of Compliance: Supplier must be able to demonstrate compliance with the Supplier Guiding Principles at the request and satisfaction of the Company. If the eight Core Conventions of the International Labor Organization establish higher standards than local law, the ILO standards need to be met by the supplier. These minimum requirements are a part of all agreements between the Company and its direct and authorized suppliers. We expect our suppliers to develop and implement appropriate internal business processes to ensure compliance with the Supplier Guiding Principles.

We routinely utilize independent third parties to assess suppliers’ compliance with the SGP. The assessments generally include confidential interviews with employees and on-site non-employee workers. If a supplier fails to uphold any aspect of the SGP requirements, the supplier is expected to implement corrective actions. We reserve the right to terminate an agreement with any supplier that cannot demonstrate that they are upholding the SGP requirements.