SERVICE AGREEMENT x 23..97.2 No. Nut. / pate Efeso Consulting Zrt located in Hungary, 1133 Budapest, Vaci Ut 76 registered at Budapest Trade Register with No (0109702195 Fiscal Identification No. HU 14407462, bank account IBAN no. HU75 10918001-00000068-74280009, ‘opened at Unicredit Bank, Budapestagency, Tel: +39 02 48056211 Fax: +39 02 48056227, legally represented by Mr. Lorenzo Zennaro, as managing director, hereinafter named ,Supplier’, and S.C. Industrializarea Laptelui Mures S.A, located in Romania, Targu Mures, Bega street no. 1., registered at Targu Mures Trade Register, under registration no. 125/22/1991, fiscal tdentification No. CIF RO 1212478, bank account IBAN TBAN RO3SINGBOO1 1000026338911, opened at ING Bank, tel. +40 (0)264-502000, fax +40 (0)264- 413855, legally represented by Nr. Jan Willem Kivits, as Managing Director, hereinafter named ,Beneficiary”, hereinafter’ nomed separately ,Party” and collectively ,Parties", have decided to conclude the present service agreement (further on named the Contract”), under the following terms and conditions: Preambl Considering that, in view of optimal performance of its business operations the Beneficiary chooses that Supplier grants them assistance in the field under Art. 1 and thus benefits from its professional services and Suppliers vast experience, Considering that, the Supplier ‘s willing to offer assistance to the Beneficiary in the field under Art, 1 from the Contract, Considering that, the Parties have completely understood the contractual clauses and fully agree with the terms and Conditions stipulated in the Contract; Considering the terms, conditions and commitments mutually expressed within the present Contract and in the: Corporate contract, the Parties agree to the following: Article 1. (OBJECT OF THE CONTRACT 1.1, The Supplier will provide the Beneficiary with consulting services for the plant from Targu Mures concerning Preparation, Program Management and Kaikaku implementation, as in the ettached proposal (Annex 1). 1.2. In view of the service delivery by the Beneficiary, the Supplier will provide the necessary trainers/consultants, ‘materials and logistics. The program includes fees, the cost of all cases and other instructional material. It does ‘not caver the cost of accommodation, meals and transport for consultants, 1.3, Two consultants will be provided by the Supplier at the plant level for the present contract, Attila Hujak as Project Leader, and Sorin Petcu as Consultant. The program will be coordinated by Lorenzo Zennaro, Article 2. DURATION OF THE CONTRACT 2.1, The Supplier will provide the Beneficiary the services described at Art. 1 over a predetermined starting with July 6” , 2015 until December 31”, 2015. Article 3. PRICE. PAYMENT TERMS 3.1. The Beneficiary will pay the Supplier the amount as described in the following (see Annex 1 forthe timetable): + Program Management: 5 days at 1500 euro/day + VAT + Expenses + Kalkaleu program: 32 days © Fixed fee: 1350 euro/day + VAT + Expenses © Success fee: a variable part will be linked to the results of the projects and it wil have to be established before the start of the Kaikaku week. The Beneficiary will provide the loss data tand the related expected savings value In order to validate t with the Supplier ‘The fees present in this proposal are valid only for this specific assignment: for further engagements, if any, the fees defined in the RFC frame agreement will be applied The accommodation and travelling expenses of the consultants will be invoiced at the cost. tn case of travelling Costs, should be considered cost Car Cost per Km is 0,50 €/km. The Supplier, if requested, will provide detailed reports with all documents in order to Justify traveliing/ accommodation expenses. 3.3. The Beneficiary will pay the amount stipulated at Are. 3.1. by bank transfer within 45 days of date of invoice.3.4, The fee is VAT excluded. 3.5. ‘The Supplier will invoice on monthly basis according to the days performed for this assignment + Expenses + vat Article 4. COPYRIGHT 5.1, The Beneficiary will not use the information and material delivered by the Supplier and received as a result of the execution of the Contract in view of obtaining profit by sale or any use other than specified by the Supplier. 5.2. The Beneficiary will not copy and distribute onerously or freely the course support or other material received as 2 result of the execution of the Contract. Article 6. NOTIFICATIONS. 7.1, In the event that the Beneficiary cancels any acreed consultation day without providing the Supplier with at least 20 days’ written notice in advance, then the Client shall be liable to pay all the fees for the relevant consultation day together with all expenses that may have been incurred 7.2 Within the Parties’ understanding, any notification addressed by one to the ather Is considered to be valid and fulfilled if it will be sent to the address/e-mail address/office/fax number mentioned in the first part of the Contract. Any change in address/e-mail address/office/fax number of any of the Parties must be notified to the other Party within 3 (three) calender days. 7.3. In case the notification is done by mall, this will be done by registered letter, with receipt and will be considered acknowledged by the receiver on tive date mentioned by the postal office on the confirmation. 7.4. Any verbal notification will not be considered by any of the Parties unless it is confirmed by any of the means mentioned under the above articles. Article 7. ‘TERMINATION OF CONTRACT 8.1, This Contract is terminated under the following terms: a) The Parties agree to the termination of the Contract; ) The duration of Contract expires; ©) Unilateral denunciation, with a notification 30 days prior to termination of Contract; 4) In case of liquidation, bankruptcy, withdrawal of authorization to function or cease of existence of one of the Parties; €) Resolution, as per Contract terms. 8.2 The Supplier withholds the right to declare the Contract as void, based on notification, without withholding, without intervention from a court of law and without any prior formality in the following instances: 2) the Beneficiary did not pay the integral amount or on the due date any outstanding amount to the Supplier, {5 per this Contract; b) the Supplier would have reasonable doubt that the Beneficiary will fulfil the obligations of the Contract or related to it, due to its precarious financial situation where itis or for any other grounded reasons; ©) the legal reorganization or bankruptcy filed by the Beneficiary; 4) the Beneficiary has started procedures leading to its liquidation or the Beneficiary has ceased its activity; 8.3. Should the Contract terminate before its expiry date in one of the cases under Art. 10.1 and 10.2., the Beneficiary will pay the Supplier for any damages resulting from early termination, as mentioned in art.3.3- 8.4, All the obligations undertaken by the Parties by this Contract, up to the termination, resolution,, unilateral denunciation or ending of the Contract or by Parties agreement, are in force, will be respected and fulfilled ‘completely by the Parties. Article 8. WAIVER OF RIGHTS: 9.1. No delay on the Supplier's part to exercise a right, prerogative, or course of action based on this Contract will operate as waiver of rights and no singular or partial exertion of such right, prerogative or course of action will Impede other exertion or Its further exertion of the Supplie’s rights. The courses of action stipulated by the Contract are cumulative and do not exclude to her courses of action as detailed by the law. 9.2, No waiver of the Supplier's rights, prerogatives, or course of action, in the event that the Beneficiary infringes any provision of the present Contract will operate as a waiver of later infringement of the respective provision or any other provision of the present Contract, Article 9. SEPARATION OF CLAUSES10. 10.2 If a contractual provision is considered illegal, null and void by @ competent court of law or other competent authority, this provision will not be considered as part of the Contract, while the Contract will continue to be valid and enforceable to the extent allowed by the law. ‘The Parties agree to replace such illegal, null and vold provision accordingly by provisions whose effect will be as close to the initial Parties’ agreement as possible. Article 10. APPLICABLE LEGISLATION. JURISDICTION 12a. 12.2. ‘The present Contract and relationship between Parties based on the present Contract will be governed and construed in compliance with the Romanian legislation. Any litigations deriving from or in connection with this Contract, including litigations deriving from or in Connection with signing, performing or termination of the present Contract wil be settled amiably through negotiations, and in case this solution is not possible, the litigations will be submitted to and settled by the competent courts of law from the Benefciary's jurisdiction. Article 11. PARTIES’ GUARANTEES 13.1. The Parties guarantee upon the date of signing the present Contract and at any moment until the fulfilment of their obligations that: . they exists and they are registered accordingly in compliance with their national legislation and they are registered with the competent national authorities and have full capacity to perform their activity; . ‘Termination or fulfilment of contractual obligations do not come in conflict with or infringe the terms, conditions and provisions of any other contract concluded by the Parties or by means of which the Parties personally warrant or offer their assets as warranties, do not infringe the terms and conditions Of their statutory documents, or any court decision or applicable legislation; : ‘They are not involved or threatened to be involved in any legal dispute before a court of law, oF in @ legal action, investigation or proceedings, regardless of the reason, whose results might have negative effects on the Contract or Parties” obligations; . ‘The Parties have the necessary capacity and have fulfilled all the necessary formalities, have obtained all the necessary authorizations (including the operating authorizations) or the notices the law or the statutory documents require in order to be enabled to be part of, sign and fulfil the obligations undertaken by the present Contract; Article 12, FINAL REGULATIONS 14.1. The Contract becomes valid upon the date of its signing by both Parties. 14,2. Any modification of contractual provisions will be valid only if made by means of an written Addendum to the Contract, signed by both Parties. ‘The present Contract was concluded today, July 27° 2015, in 2 (two) copies, in English, 1 (one) copy for each Party ‘SUPPLIER BENEFICIARY 1133 BUDAPEST - HUNGARY EU VAT NO. MU 1440746242041 INDUSTAMG APSA UARTE UM SS Trough: Me. Lorenzo Zennaro Managing Director Managing Director Solving Efeso CEE Friesiandcampina fofnonia 4) - Efeso Consulting Zrt v0 Ogink Vict ot 76 Finance Di Diana Gernaiaru Human Resources Director Legal Departme