1. Definition of Terms

1.1

Offer: An entry from a Participant on the Marketplace to sell product.

1.2

Bid: An entry from a Participant on the Marketplace to buy product.

1.3

Brokerage Services: The brokerage services rendered by a Nui Broker on behalf of NMEU.

1.4

NMEU: A website (Nui Marketplace Europe, www.nuimarkets.com/index-nmeu) under Private Limited Liability Company Nui Markets NZ Limited registered with the New Zealand Companies Register under number 5495421 (being the holding company of Dairy Auctions Online B.V. registered with the Dutch Chamber of Commerce under number 52769208).

1.5

Nui Broker: A broker working or affiliated with NMEU who renders the Brokerage Services.

1.6

Participant = Buyer/Seller: A legal entity or natural person, acting in the course of a profession or business, who is registered as a ‘Participant’ via the Website and who is therefore able to trade on the Marketplace and use NMEU as a broker.

1.7

MPC Conditions: The MPC Conditions (European Union), MPC Conditions third countries and MPC Arbitration Regulations, adopted by the Dairy Products Wholesalers Association (VGM), with its registered office in The Hague, the Netherlands. These Conditions were lodged under number 33/2010 with the Office of The Hague District Court on 28 April 2010.

1.8

Agreement: The agreement between two Participants who have traded product via the Marketplace.

1.9

Parties: NMEU and the Other Party.

1.10

Website: The NMEU website, www.nuimarkets.com/index-nmeu, where Participants register their interest to use the Marketplace.

1.11

Marketplace: The NMEU marketplace where the trades between Participants take place.

1.12

Terms and Conditions: These Standard Terms and Conditions.

1.13

Other Party: Participants on the Marketplace / Buyer or Seller.

2. Applicability of MPC Conditions

2.1

The Terms and Conditions apply to all Bids and Offers made via the NMEU Marketplace. In addition to these Terms and Conditions, the MPC Conditions apply for concluded trades via the NMEU Marketplace.

3. Scope of the Terms and Conditions

3.1

These Terms and Conditions apply to all Participants using the NMEU Marketplace.

3.2

By registering on the NMEU Website, every Other Party states to be familiar with these Terms and Conditions and agree with the contents hereof.

3.3

NMEU reserves the right to amend these Terms and Conditions at any time. If these Terms and Conditions are changed in the interim, the amended version forms part of every Agreement concluded after the amendment came into effect.

3.4

If and in so far as any provision from these Terms and Conditions is declared void or loses its validity, the other provisions shall continue in full force. The null or invalid provision shall be lawfully converted into a clause with the same tenor that is valid, which shall be assumed to have been included if the invalid provision would have been abandoned due to its operation, unless this would be unreasonable towards a stakeholder who was not party to that.

4. Membership / Participant

4.1

Membership is created by means of registration on the Website. During the registration, the candidate Participant provides his personal details to NMEU.

4.2

Application takes place by means of the Website, whereby the candidate Participant accepts these Terms and Conditions, Privacy Policy and the MPC Conditions.

4.3

In the event of an application, NMEU has a credit check carried out by a credit insurance company in order to obtain insight into the creditworthiness of the candidate Participant. By accepting these Terms and Conditions, the candidate Participant agrees to this credit check being carried out.

4.4

A Participant obtains access to the full NMEU Marketplace when a credit limit can be obtained. To obtain access, the Participant receives a log in code via his e-mail every time he/she logs in.

4.5

By accepting these Terms and Conditions, the Participant agrees their company trademark logo can be used on the NMEU website for marketing purposes.

4.6

A Participant will be charged a Membership fee (see article 5)

4.7

A Participant will be charged a Brokerage fee if products are traded (see article 6.6)

4.8

A Participant becomes a member for a fixed period of time: 12 months (see article 5.2 and 5.3)

4.9

The Participant must terminate his/her membership by e-mail (support@nuimarkets.com). (see article 5.4)

4.10

Rates may be amended by NMEU and Participants will be informed about this.

4.11

The NMEU Marketplace is a 24/7 online broker and as such conducted trades are contracted between Participants themselves.

4.12

NMEU is not liable for damage resulting from failure to perform contracts between Participants.

4.13

In the event of non-performing and/or trading in bad faith a Participant’s login will be blocked.

5. Membership Fee, Contract Period & Termination

5.1

Participants will be charged an Annual Membership Fee. (see article 5.2)

5.2

Membership fee: Contract Period = 12 Months, Yearly Fee = €3300/year. Maximum of 5 users.

5.3

Membership period is tacitly extended for a new contract period of 12 months

5.4

Membership can be terminated up to 45 days before the end of the contract. The Participant must terminate his/her membership by e-mail (support@nuimarkets.com)

5.5

A new Participant is able to use the marketplace the first 4 weeks completely free of charge, if not cancelled before the next billing date, the company will be charged the Annual Membership fee.

6. NMEU Marketplace Procedure & Brokerage Fee

6.1

Participants can trade 24/7 online via the Marketplace by placing Bids and Offers.

6.02

Participants cannot see who are placing Bids or Offers on the Marketplace.

6.3

If a Bid and Offer match, the trade is automatically done and both Parties will instantly be informed about their Agreement via e-mail. NMEU is not part of the execution of the Agreement.

6.4

Notwithstanding the generality of Article 6.3, a matching Bid and Offer shall require a subsequent confirmation by the Buyer and/or the Seller, as the case may be, to confirm the matching Offer and Bid (and therefore the constitution of an Agreement), should such requirement be explicitly provided for in the Offer and/or Bid.

6.5

The Agreement e-mail contains all relevant information, including the name of the Other Party.

6.6

NMEU charges a brokerage fee on both sides of a trade (SWP/SMP/SMC100%/MPC/Powders: €2.00/MT – Butter/AMF/Cream100%/Cheese: €5.00/MT).

6.7

NMEU will send a brokerage fee invoice of the trades conducted in the previous month. This invoice only contains a reference and a total amount.

6.8

Nobody outside NMEU and Nui has access to Bid/Offer/Trade information over and above what Participants see.

7. Concluding an Agreement

7.1

Every matched Bid and Offer is irrevocable (other than in the event as referred to in article 6.4). An Agreement e-mail is instantly sent to both Buyer and Seller (or in the event as referred to in article 6.4, following the subsequent confirmation of the Buyer and/or the Seller, as the case may be. The Buyer and Seller can then send each other their own contracts based on the Agreement e-mail.

7.2

MPC Conditions are applicable on all trades completed on the Marketplace.

8. Brokerage Services

8.1

NMEU offers the Brokerage Services through its Website and Marketplace to Participants.

8.2

A Nui Broker shall be entitled to contact Participants (through telephone, email, direct messaging through the Marketplace or Website, mobile app and/or other customary means of communication) to invite such Participants to make Offers and/or place Bids, as the case may be.

8.3

A Participant may request a Nui broker to place, delete and/or edit Offers and/or Bids on behalf and at the risk and expense of such Participant. A Nui Broker shall – at its sole discretion – be entitled to deny any such request from a Participant.

8.4

Orders or Bids placed through a Nui Broker shall be placed on the Marketplace in order of receipt and shall remain valid until the first of (i) reaching an Agreement or (ii) the Order or Bid being withdrawn by or on behalf of the Participant who has placed such Order or Bid.

8.5

A Participant shall not be liable for any additional brokerage fees in connection with rendered Brokerage Services, other than the fees set forth in article 5 and article 6 hereof.

8.6

Neither NMEU nor a Nui Broker is a party to nor subject to an Agreement or any other arrangements made between Participants pursuant to an Agreement between the Participants (including but not limited to financial settlement or shipment arrangements). Neither NMEU nor a Nui Broker is (therefore) subject to any post contractual information obligations.

8.7

None of NMEU or any Nui Broker makes a warranty or representation nor accepts duty of care as to the accuracy of any information, forecast, estimate, projection, statement of intent, statement of opinion or forward-looking statement rendered in connection with the Brokerage Services and the Participant shall not rely on the same.

8.8

None of NMEU or any Nui Broker holds a position in the products tradeable through the Marketplace.

9. Payment and Retention of Title

9.1

The Other Party shall pay the sum noted on the Membership/Brokerage fee invoice within 14 days of the invoice date.

9.2

If the invoice is not paid within 14 days, NMEU reserves the right to suspend access to the NMEU Marketplace and/or to dissolve the membership. This is without prejudice to the obligation of the Other Party to pay the invoice.

10. Counterparty Selection

10.1

The default setting in the counterparty selection modus for all the existing and new participants is set as Yes (=‘I accept to trade with the counterparty’). Each individual participant has the option to de-select other counterparties.

10.2

When a new counterparty obtains access to the Marketplace a pop-up will be shown in the Trading screen, where all the existing participants have the possibility to de-select this new user.

10.3

When a company is blocked by another company, there is the option to click on the button ‘Connection Request’. The blocked company has the possibility to send out an email once a year to the lead user of the company that is not approving your company as counterparty to discuss mutual acceptance.

10.4

All the bids, offers and market trade notifications are available for all users on the NMEU marketplace.

10.5

The VAT number of each participant is available for all users.

11. Acknowledgements and Consent Participants

11.1

Each Participant acknowledges and consents that NMEU shall be entitled to charge both the Seller and the Buyer a brokerage fee upon reaching an Agreement by and between such parties (in accordance with article 6) – and in such context (in)directly benefits from Agreements by and between Participants.

12. Liability

12.1

In any case, NMEU does not accept liability for damage of whatever nature, caused in whatever way and/or resulting from:

• Actions undertaken by the Other Party that would have been induced by information placed on the Marketplace;

• The inability to use the Marketplace in full and/or any other fault in the Marketplace or the underlying system;

• The fact that the information on the Marketplace is incorrect, incomplete or not up to date;

• Errors in the software of the Marketplace and/or the underlying system;

• The unlawful use of systems, including the use of the Marketplace by a third party;

• Consequential damage, including but not limited to loss of income, loss of demand or missed opportunities.

13. Translations

13.1

In the event the Terms and Conditions are used in several languages, the Dutch text prevails in the event of ambiguities or inconsistencies.

14. Applicable Law and Disputes

14.1

NMEU and these Terms and Conditions are solely governed by Dutch law. The application of the Vienna Sales Convention is excluded.

14.2

Any disputes resulting from or associated with NMEU shall be settled in accordance with the MPC Arbitration Regulations.