Master Sourcing Services Agreement

This Master Sourcing Services Agreement (the "Agreement" or "SSA") is entered into between:

• Jasper Derieuw, sole proprietor, trading as MaoGon, registered office at Aartrijkestraat 101, 8820 Torhout, Belgium, principal place of business in Ghent, Belgium, VAT BE1032392180 (the "Service Provider" or "MaoGon");
• and the entity or person registering an account on the MaoGon Platform and accepting this Agreement (the "Client").

MaoGon and the Client are each a "Party" and together the "Parties".

1. Acceptance and structure

By ticking the acceptance checkbox at registration the Client agrees to be bound by this Agreement. This Agreement governs the overall commercial relationship. Each specific sourcing engagement is initiated by a Sourcing Request submitted via the Platform, refined into a Proposal, and confirmed by Client approval of a Quote ("Order"). Each Order incorporates the terms of this Agreement by reference. In case of conflict between an Order and this Agreement, the Order prevails for that Order only.

2. Definitions

• Platform — the MaoGon web application at maogon.com
• Services — supplier identification and vetting, sample coordination, price negotiation, EU regulatory compliance support, quality coordination, logistics coordination (incl. DDP arrangement where applicable), customs handling support, and related advisory services as described in the Proposal
• Sourcing Request — the Client's product brief submitted through the Platform
• Proposal — MaoGon's response containing one or more anonymised supplier options
• Quote — the formal commercial offer with unit price, quantity, commission, shipping estimate, compliance cost, total landed cost, payment terms, and validity period
• Order — a Quote accepted by the Client
• Goods — the products sourced under an Order
• Supplier — the third-party manufacturer or trader producing the Goods
• Total Landed Cost — the all-in EUR amount payable by the Client for the Order, including unit price × quantity, commission, shipping, compliance, and applicable taxes/duties as specified in the Quote

3. Scope of services

MaoGon provides the following Services as principal-in-fact, but, unless explicitly agreed in an Order, acts as an intermediary and not as the legal manufacturer or producer of the Goods:

• Identifying and vetting suppliers in Asia matching the Sourcing Request
• Coordinating sample requests, where applicable
• Negotiating commercial terms with suppliers on the Client's behalf
• Supporting EU regulatory compliance (CE, REACH, RoHS, GPSR, food-contact, packaging, EU Deforestation Regulation, Battery Regulation, etc.) as relevant to the product category
• Coordinating logistics, customs clearance, and last-mile delivery on a DDP basis where stated
• Providing a single point of communication via the Platform

3.1 Exclusions (unless explicitly added to an Order)

• Physical on-site factory audits in Asia
• Pre-shipment inspections by a third-party inspector
• Product certification testing in an accredited lab
• Trademark or design registration
• Insurance for the Goods beyond what is standard in the chosen shipping mode
• Local distribution, marketing, or after-sales support in the EU

4. Order workflow

• Client submits a Sourcing Request via the Platform
• MaoGon issues a Proposal with anonymised supplier options
• Client selects an option, and MaoGon issues a formal Quote
• Client accepts the Quote in-platform (or in writing). The accepted Quote becomes an Order
• MaoGon issues a pro-forma invoice (100% of Total Landed Cost). Production begins upon receipt of cleared funds (see §6)
• MaoGon coordinates production, quality oversight (remote), shipping, customs clearance, and delivery
• Client confirms receipt and condition of the Goods in-platform within 7 calendar days of delivery (see §10)

5. Pricing

Pricing is set per Order in the Quote and is expressed in EUR exclusive of any applicable VAT, which is added in accordance with §7. The Quote breakdown includes:

• Unit price × quantity — the supplier's price
• MaoGon commission — service fee as a percentage or fixed amount
• Shipping & logistics — estimated freight and last-mile delivery
• Compliance costs — certification and documentation, where applicable
• Add-ons — optional services purchased

The Quote's Total Landed Cost is the all-in price under DDP (Delivered Duty Paid) Incoterms 2020, unless a different Incoterm is stated in the Quote. Shipping is an estimate; if actual freight materially exceeds the estimate (>10%) due to fuel surcharges, carrier rate changes, or customs reclassification, MaoGon will notify the Client in writing and the difference is payable by the Client (or refundable, if lower).

6. Payment terms (100% advance)

100% of the Total Landed Cost is payable in advance, upon Order acceptance and before any production, certification, or logistics activities begin (unless varied in the Quote). Production and supplier engagement start only after MaoGon receives cleared funds.

This advance-payment model reflects MaoGon's stage as a recently-founded enterprise and is necessary to secure supplier deposits, EU-compliance certification fees, and logistics bookings without exposing MaoGon's working capital to client default. The Client acknowledges and accepts this model by accepting this Agreement.

Payments are made via Mollie or, for Orders above €25,000, by SEPA wire transfer to the bank account stated on the invoice. The pro-forma invoice issued upon Order acceptance is due immediately (net-0). Late payment accrues statutory commercial interest pursuant to the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, plus a fixed recovery fee of €40 and reasonable additional recovery costs. MaoGon will not commence performance until the Order is fully paid; the Order is automatically suspended until payment is received, and may be cancelled by MaoGon (with refund of any received partial payment, less reasonable administrative costs) if payment is not received within 14 days of Order acceptance.

The Client is responsible for any chargeback or reversal initiated without legal basis and indemnifies MaoGon against the cost of disputing such reversals.

7. Taxes and customs

• VAT is applied based on the Client's status and place of supply: Belgian VAT (21%) for Belgian B2B clients unless reverse-charged; 0% intra-Community supply with reverse-charge for valid EU VAT-registered B2B clients in other Member States; 0% for export outside the EU, subject to proof of export
• Under DDP Incoterms, MaoGon includes EU import duties and import VAT in the Total Landed Cost where this is stated in the Quote
• Where Incoterms other than DDP apply, duties, taxes, and post-import obligations are the Client's responsibility

8. Compliance and product responsibility

MaoGon assists the Client in identifying applicable EU regulatory requirements and procuring relevant documentation from Suppliers (e.g. CE Declaration of Conformity, REACH SVHC statements, RoHS test reports, GPSR technical file). However:

• Final responsibility for ensuring the Goods meet EU regulatory requirements at the point of placing them on the market rests with the entity that legally qualifies as the importer, distributor, or manufacturer under EU law. Unless explicitly agreed in writing in an Order, the Client is the importer-of-record
• The Client warrants that the Goods will be used or sold in compliance with applicable laws of the destination market, including any post-import obligations (e.g. Authorised Representative duties, market surveillance cooperation, recall obligations under GPSR Article 14)
• MaoGon's compliance support is advisory; it is not a substitute for the Client's own legal review or accredited third-party testing where the law requires it

9. Quality assurance

Quality requirements are set out in the Sourcing Request and Quote. MaoGon performs remote quality coordination using supplier-provided photos, videos, and documentation. On-site physical inspections require a separate Add-on or written agreement. Minor variations (e.g. ±3% on quantity, colour shade tolerances per industry standard) are within commercial norms and do not constitute non-conformity.

10. Delivery, title, and risk

• Title to the Goods passes to the Client upon full payment of the Total Landed Cost for that Order. Until then, MaoGon retains title and the Client holds the Goods on a bailee basis
• Risk passes in accordance with the Incoterm stated in the Quote. Under DDP, risk passes upon delivery to the named place. Under other Incoterms (e.g. FOB, CIF), risk passes earlier as defined by Incoterms 2020
• Delivery dates are estimates based on supplier lead times and carrier schedules. MaoGon will use reasonable efforts to meet them but is not liable for delays caused by Suppliers, carriers, customs, weather, or force majeure
• The Client must inspect the Goods upon delivery and notify MaoGon of any visible damage, short delivery, or non-conformity within 7 calendar days. Latent defects must be notified within 30 days of discovery and no later than 6 months from delivery. Failure to notify within these periods constitutes acceptance

11. Warranties

MaoGon warrants that it will perform the Services with reasonable care and skill. To the extent MaoGon receives transferable supplier warranties on the Goods, MaoGon will pass them through to the Client. Except as expressly stated, MaoGon makes no implied warranties of merchantability or fitness for a particular purpose. MaoGon is not the manufacturer and does not warrant the Goods themselves beyond the pass-through of supplier warranties.

12. Intellectual property and anti-circumvention

12.1 IP ownership

Each Party retains its pre-existing IP. The Client grants MaoGon a limited licence to use its product specifications, brand assets, and other materials solely to perform the Services. MaoGon's supplier intelligence (supplier identities, vetting records, anonymised codes, factory data, pricing benchmarks) is the exclusive property of MaoGon and is provided to the Client only on a confidential, need-to-know basis.

12.2 Anti-circumvention

The Client agrees not to identify, contact, solicit, or engage any Supplier introduced by MaoGon directly or through any other intermediary, whether during the term or for 24 months after the last Order with that Supplier. This restriction extends to:

• Reverse-engineering supplier identity from product markings, packaging, shipping documents, or photos
• Using third-party investigators, sourcing agents, or competitors of MaoGon to identify the Supplier
• Soliciting Suppliers via trade shows, marketplaces, or referrals

Breach of §12.2 entitles MaoGon to liquidated damages equal to 35% of the Total Landed Cost of the affected Order(s), calculated on a per-Order basis, in addition to any other remedies available at law including injunctive relief. The Parties agree this amount is a genuine pre-estimate of MaoGon's loss (loss of future revenue and supplier-relationship value), not a penalty.

13. Confidentiality

Each Party will keep confidential information of the other (including supplier identities, pricing, technical specifications, and business plans) confidential during the term and for 5 years thereafter. Standard exceptions apply (public information, independently developed information, information already known, legally compelled disclosure with prior notice).

14. Cancellation and refunds

Because the Client pays 100% of the Total Landed Cost in advance (see §6), the refund matrix below applies to amounts already paid at the time of cancellation:

• Before Order acceptance — N/A (no Order in force)
• After Order acceptance but before payment is received — Order is voided; no money has changed hands
• After payment received, before any supplier deposit, certification fee, or logistics booking has been paid out — full refund minus a 10% administrative fee
• After supplier deposit / compliance / logistics costs have been paid out, but before production is complete — refund of (Total Landed Cost paid) minus (i) supplier deposits and supplier production costs already paid (documented), (ii) compliance, certification, and inspection fees already paid, (iii) logistics fees already committed, and (iv) a 10% administrative fee on the gross Order value
• After production is complete and Goods are ready for shipment / have shipped — no refund; the Goods will be delivered to the Client per the Order and Client may use or resell them subject to §8 (compliance) and §12 (anti-circumvention)

Refunds are processed via the original payment method within 14 business days of agreement on the refund amount. Refunds against payments made via Mollie are subject to Mollie's processing times and fees.

MaoGon may cancel an Order without penalty if (i) the Supplier becomes insolvent or fails to perform after reasonable efforts to remediate, (ii) the Order would breach applicable sanctions or export controls, or (iii) the Client materially breaches this Agreement. In case of MaoGon-side cancellation under (i) or (ii), MaoGon will refund amounts paid less reasonable third-party costs actually incurred and irrecoverable.

15. Limitation of liability

To the maximum extent permitted by law:

• MaoGon's aggregate liability under or in connection with any Order is limited to the Total Landed Cost actually paid by the Client for that Order
• MaoGon's aggregate liability under or in connection with this Agreement across all Orders in any 12-month period is limited to the greater of (i) the fees and commissions paid to MaoGon in that period or (ii) €25,000
• MaoGon is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, loss of goodwill, business interruption, or third-party claims, even if advised of the possibility
• Nothing in this Agreement limits liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded by Belgian law

16. Indemnification

The Client indemnifies MaoGon against all third-party claims arising out of:

• The Client's use, distribution, or resale of the Goods, including product-liability, IP-infringement, regulatory, and safety claims
• The Client's specifications, branding, or designs supplied to MaoGon
• The Client's breach of applicable laws (sanctions, customs, GPSR, etc.)
• The Client's breach of this Agreement

MaoGon indemnifies the Client against third-party claims that the Platform itself infringes a third-party IP right in the EU, subject to MaoGon controlling the defence and the Client cooperating.

17. Insurance

MaoGon maintains professional liability insurance appropriate to its activities. Cargo insurance for the Goods in transit is included only where stated in the Quote. The Client is advised to arrange its own product-liability and inventory insurance for Goods after delivery.

18. Term and termination

This Agreement begins on the date of acceptance and continues until terminated. Either Party may terminate for convenience on 30 days' written notice. Either Party may terminate immediately on material breach not cured within 15 days of written notice, or on the other Party's insolvency, suspension of payments, or similar event. Termination does not affect Orders already in progress, which continue to be governed by this Agreement, nor any accrued rights. Sections 7, 8, 10, 12, 13, 15, 16, 19, and 20 survive termination.

19. Force majeure

Neither Party is in breach for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, sanctions, embargoes, supplier insolvency, customs strikes, port congestion, or internet/payment-network outages. The affected Party must promptly notify the other and use reasonable efforts to mitigate. If a force-majeure event continues for more than 90 days, either Party may terminate the affected Order(s).

20. Governing law and disputes

This Agreement is governed by Belgian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The Parties will attempt to resolve disputes amicably for 30 days. Failing that, any dispute is subject to the exclusive jurisdiction of the courts of Ghent (Gent), Belgium.

21. Miscellaneous

• Entire agreement — this Agreement, together with the Terms of Service and Privacy Policy and any Order, constitutes the entire agreement
• Assignment — the Client may not assign without MaoGon's written consent. MaoGon may assign on notice to an affiliate or successor entity, including upon incorporation of MaoGon BV
• Severability — invalid provisions are severable; the rest remains in force
• No waiver — failure to enforce is not a waiver
• Notices — by email to the addresses on file; in-platform messages constitute valid notice for operational matters
• Independent contractors — nothing creates a partnership, joint venture, or employment relationship
• Languages — English prevails in case of conflict between translations

22. Acceptance

By ticking the acceptance checkbox at registration, the Client confirms that the individual accepting has authority to bind the Client, has read this Agreement in full, and accepts it on behalf of the Client. The acceptance is logged with timestamp and browser fingerprint in MaoGon's audit log as evidence of acceptance.

Questions before accepting? Write to info@maogon.com. Once accepted, this Agreement is binding.