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GENERAL CONDITIONS OF LOGISTICS SERVICES OF “AMPHORA TECHNOLOGIES, S.L.”

1. SCOPE OF APPLICATION

These General Conditions apply to all logistics services provided by the company "AMPHORA TECHNOLOGIES, S.L.", with registered office at Travessera de Gràcia no 58, 1o 1a; 08006 Barcelona and with NIF no B-01660059 (hereinafter, the "Services" and "Amphora", respectively) to companies that primarily sell their products through e-commerce and contract such logistics services (the "Clients" and "Products", respectively).

These General Conditions are available to interested parties and can also be consulted on www.amphoralogistics.com.

The General Conditions regulate the provision of Services by Amphora, either directly or through subcontracted third parties, which must be expressly accepted by the Clients through the signing of an Adhesion Agreement to these General Conditions (the "Agreement").

1. LOGISTICS SERVICES

2.1 References

Under the Agreement and these General Conditions, Amphora will provide the Client with the Services listed in Clause 2, under the conditions referred to in Clause 3, when requested through the Platform in accordance with the provisions of Clause 4.

In addition to the Services detailed in this Clause 2, Amphora may provide the Client with additional services, which will be subject to a separate agreement and budget.

2.2 Receipt and storage of Products

The services provided by Amphora include, among others, the receipt and storage of Products in Amphora’s warehouse, which may include the following actions:

(i) Unloading of Products from the carrier's vehicles.

(ii) Reception of Products in Amphora’s warehouse. For this purpose, Products must be delivered in properly labeled boxes and/or pallets with Amphora's QR code. Otherwise, the additional costs outlined in Annex III: Specific Conditions will apply.

(iii) Registration of received Products.

(iv) Inspection and counting of Products upon receipt. As a general rule, it will be assumed that the Client has entrusted Amphora with the provision of this Service (at the price set forth later), unless an express agreement to the contrary has been signed. The results of the inspection and counting performed by Amphora will prevail over any information provided by the Client.

(v) Inventory inspection and counting.

(vi) Safekeeping and storage of received Products on shelves, aisles, pallets, or other suitable areas in Amphora’s warehouse. If the Products need to be stored on pallets or shelves, only one reference of Products may be stored at each pallet location or shelf.

2.3 Handling of Products

The services provided by Amphora include, among others, the handling of Products, which may include the following actions:

(i) Handling Products according to specifications provided in writing by the Client (such as, among others, putting products inside containers or packaging, classifying, loading and unloading Products, etc.).

(ii) Preparation of kits (or kitting), i.e., creating packages or kits resulting from the grouping and/or assembly of individual references or Products, following the specifications provided in writing by the Client.

2.4 Preparation and shipment of orders

The services provided by Amphora include, among others, order preparation, which may include the following actions:

(i) Receiving orders from the Client via the Platform or a Client platform.

(ii) Picking Product units, according to specifications provided in writing by the Client, i.e., selecting the Product from its location in the warehouse for order preparation.

(iii) Packaging of Products in suitable presentation packaging to ensure their protection during storage and/or subsequent movement.

Also includes actions like wrapping the Product, removing packaging, adding information (such as coupons, catalogs, etc.) inside the package, and adding necessary labels or stickers to the Product, package, or packaging.

Amphora will use the packaging material provided by the Client. Otherwise, Amphora will use the available packaging material (which has three standard sizes), with the cost being passed on to the Client.

If protective elements need to be added to the packaging (such as kraft paper or bubble wrap), the cost will also be passed on to the Client.

(iv) Labeling of Products with the label provided by the relevant carrier company.

(v) Moving Products to a dispatch point to facilitate loading by the carrier company.

(vi) Custody of Products until they are picked up by the carrier.

(vii) Shipping Products to the final recipient.

2.5 Management of changes and returns

The services provided by Amphora include, among others, managing the changes and returns of Products according to the return policy indicated by the Client on the Platform, under their control, which may include the following activities:

(i) Managing the collection of changed and/or returned Products from the final recipient to Amphora's warehouse, once the Client has approved the change and/or return via the Platform. By default, changed and/or returned Products for which Amphora manages the process will be returned to the original warehouse. Upon express request from the Client, they may also be returned to the Client’s premises.

(ii) Receiving changed and/or returned Products at Amphora's warehouse.

(iii) Inspecting changed and/or returned Products. Amphora will inform the Client about the condition of changed and/or returned Products.

(iv) Disposing of or restocking the changed and/or returned Products, following the return policy provided in writing by the Client. This may include refurbishing Products according to specifications provided in writing by the Client in each case.

(v) If the final recipient has requested an exchange, which can be directly requested from Amphora via the Platform, Amphora will manage the shipment of the new Product following the instructions provided by the Client through the Platform, including all inherent Services.

2.6 Intermediary in transport of Products

The services provided by Amphora include, among others, intermediary coordination with transport companies for the transport of Products inherent to the provision of Services, such as (i) collecting Products from the Client-designated premises (initial entry, as the Client generally takes responsibility for and bears the cost of shipping Products from the production factory to Amphora’s warehouse); (ii) shipping and delivering Products to the final recipient; and (iii) collecting and returning Products subject to changes and/or returns.

The intermediary services for transport will include all necessary management with transport companies, which may include the following activities:

(i) Generating shipping labels.

(ii) Managing orders and related documentation.

(iii) Automatically managing incidents.

(iv) Transmitting Client instructions regarding the transport of Products.

(v) Monitoring the transport activities.

(vi) If necessary, making communications or claims to transport companies following Client instructions.

(vii) Coordinating with transport companies to resolve any issues during shipping.

(viii) If applicable, sending automated emails to the final recipient to minimize incidents.

Amphora will sign the orders, contracts, and agreements with transport companies necessary to carry out the activities referred to, in Amphora’s name but for the benefit of and on behalf of the Client, without assuming any responsibility for damages or actions of the transport company. If any breach or incident occurs with a transport company, Amphora will cooperate in the claim that the Client may decide to file against the transport company, transferring the pertinent actions and allowing the Client to assume Amphora’s position for all purposes, managing the claim (if the Client requests it) and/or providing support for this.

CONDITIONS FOR THE PROVISION OF SERVICES

3.1 References

Clients can hire the Services and track their status through the Platform provided by Amphora.

3.2 Conditions for the provision of services

a) Autonomy. Amphora shall have complete autonomy and independence in the management, organization, and provision of Services, as well as in directing and managing the technical, human, and material resources required for its activities, although it must follow the Client's instructions in cases explicitly foreseen in these General Conditions.

In this sense, it is acknowledged that Amphora has complete autonomy to move Products between Amphora's warehouses and facilities, whether for logistical, organizational needs, etc., without the need for Client authorization or communication.

b) Subcontracting. Amphora may select and hire third parties to carry out all or part of the Services, under the terms and conditions it deems appropriate at any time, without requiring prior consent from the Client. All subcontractors will be considered independent agents of Amphora.

c) Operating Hours. Amphora will provide Services on working days: from Monday to Friday, excluding the holidays of Amphora’s headquarters, the location of the warehouse, and the destination of the Products.

d) Stock Control of Products. The Client is responsible for regularly reviewing and checking the stock of Products in Amphora's warehouse, for which they will have access to the information through the Platform and, if necessary, will also be responsible for replenishing it.

Amphora will not be liable, under any circumstances, for damages arising from stock shortages or product scarcity.

e) Rejection of shipments. Amphora reserves the right to refuse a shipment request in the following cases: (i) if the content of the Products is considered unusual; (ii) if the circumstances of the order are deemed strange; or (iii) if the packaging of the Products is considered damaged or inadequate (in the latter case, provided that Amphora has not been hired to provide packaging services).

If the Client persists in the shipment after being notified, Amphora will be exempt from all responsibility regarding that shipment and may make a reservation on the transport delivery document.

Products susceptible to being subject to the provision of Services

The Products for which the Services can be contracted are subject to the following restrictions:

a) They cannot be illegal items.

b) They cannot be flammable or combustible items.

c) They cannot be items of difficult handling.

d) They cannot be prohibited items.

e) The Products must be finished items, or easily assembled.

f) They cannot be packages with a gross weight exceeding 40 kg or that exceed 40 kg volumetrically, unless expressly agreed in writing between the Client and Amphora, which may also be reflected in the price of the Service.

g) They cannot be dangerous products.

Dangerous products, by way of example but not limitation, are those specified in the technical instructions of the International Civil Aviation Organization (ICAO), in the dangerous goods regulations of the International Air Transport Association (IATA), in the International Maritime Dangerous Goods Code (IMDG), in the regulations of the European Agreement on the International Carriage of Dangerous Goods by Road (ADR), or in any other national or international regulation applicable to the transport or any other service related to dangerous goods.

However, Amphora may accept Products from the categories mentioned above (except for category (a)), provided that this has been agreed upon between the parties in writing, but Amphora reserves the right to provide a quotation with prices different from those stated in Clause 3.4, considering factors such as the danger, unpleasantness, and/or toxicity of the Products handled, among others. In this case, the Client must specify the danger, toxicity, or specific circumstance in the packaging or other identifying elements of the Products.

The Client must check and verify the proper condition of the Products before delivering them to Amphora, and must also provide an inventory of the Products, detailing their quantities and their "Public Sale Price" at the time they enter Amphora’s warehouses.

Products that do not comply with this Clause will be returned by Amphora to the Client, or made available at Amphora’s facilities; without the Client being entitled to a refund for the Services contracted, which cannot be carried out.

As long as the Products are not removed from Amphora’s facilities, they will incur the Increased Storage Price and will be subject to the regime of Retained Products mutatis mutandis, as defined later in these terms.

PRICE OF THE SERVICES

The price of the Services will be calculated according to the prices of Annex III, Appendix 1 (the “Price”), which may be substituted or modified to align with Amphora’s current rates and/or to include new services with their respective pricing. In such case, the Client will be notified one month in advance of the effective date of the new prices by email, in accordance with Clause 7.

After one month from the notification of the change in Prices of Annex III, Appendix 1 (the "Price"), without a written opposition from the Client, it will be understood that the Client accepts the price change.

In case of opposition, Amphora may cease the provision of Services as provided in the Agreement.

PAYMENT METHODS FOR THE SERVICES

The payment for the Price of the Services will be made in the manner established in the Agreement.

WEIGHING OF PRODUCTS

It is expressly agreed that for determining the Price of the Services and/or any other costs, in case of doubt, the weighing of the Products performed by the carrier company will prevail.

CASH ON DELIVERY SHIPMENTS

In case of cash on delivery shipments, the carrier will collect the price of the Products at the time of delivery. Amphora will reimburse the Client the amount received from the carrier, deducting the Price of the services provided by Amphora up to that date.

CONSEQUENCES OF NON-COMPLIANCE

Failure to pay invoices on time will give Amphora the right to (i) suspend the provision of Services; and/or (ii) terminate the Agreement and the commercial relationship with the Client.

RIGHT OF RETENTION OVER PRODUCTS

Amphora shall have a right of retention over all Products of the Client located in Amphora’s warehouses.

CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding any information that is proprietary or exclusive to one party, which is generally not available to third parties.

DATA PROTECTION

Both parties agree to comply with applicable data protection laws and ensure that any personal data handled during the Agreement’s term is processed in accordance with such laws.

MISCELLANEOUS

All communications between Amphora and the Client related to the General Conditions must be made in writing.

The Client will submit any disputes related to the Agreement and these General Conditions to the courts of Barcelona, Spain.

The integration app with Amazon Seller is available free of charge for all customers using Amphora's logistics services. Access to the app does not incur any additional cost. If additional fees or changes to access are introduced in the future, users will be duly informed through the website and relevant channels.