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POSM & EQUIPMENT LOAN AGREEMENT

Last updated: 05/02/2026

This POSM & Equipment Loan Agreement (the "Agreement") is entered into between:

Else Group Ltd, a company registered in Malta (the "Company"),

and

The Customer, being the entity to which equipment is supplied (the "Customer").

This Agreement governs the loan, possession, use, risk, and return of all Company-owned equipment supplied to the Customer and is intended to be legally binding and enforceable to the fullest extent permitted by Maltese law.

1. DEFINITIONS & INTERPRETATION

"Equipment" means all items supplied, installed, or made available by the Company, including without limitation: fridges, chillers, draught systems, taps, fonts, cooling units, CO₂ cylinders, regulators, signage, furniture, branded POSM, electrical or mechanical components, spare parts, accessories, and replacements.

"Replacement Value" means the full new-for-old replacement cost of the Equipment, as determined by the Company and specified in Schedule 1 (Equipment Schedule) to this Agreement.

2. OWNERSHIP & LEGAL NATURE

2.1 All Equipment remains at all times the exclusive property of the Company.

2.2 Nothing in this Agreement shall be construed as a sale, lease, hire, hire-purchase, or transfer of ownership.

2.3 The Equipment is provided strictly on a temporary loan / bailment basis, and the Customer acknowledges that it acquires no proprietary or possessory rights beyond bare custody.

3. PURPOSE & STRICTLY PERMITTED USE

3.1 Equipment is supplied solely for the storage, cooling, dispensing, and promotion of the Company’s products.

3.2 The Customer shall not, without the Company’s prior written consent:

  • use the Equipment for competitor or third-party products;
  • remove, obscure, or alter branding;
  • relocate, sub-loan, pledge, encumber, or permit third-party use;
  • modify, tamper with, disconnect, or repair the Equipment;
  • connect the Equipment to unsafe, overloaded, or non-compliant utilities.

4. INSTALLATION, ACCESS & RIGHT OF ENTRY

4.1 The Customer irrevocably grants the Company, its employees, agents, and contractors the right to enter the Customer’s premises at any reasonable time to:

  • deliver, install, inspect, photograph, service, repair, adjust, clean, stack, tidy, re-merchandise, replace, or remove Equipment; and/or
  • verify compliance with this Agreement.

4.2 In the event of breach, non-payment, insolvency, closure of premises, obstruction, or risk to Equipment, the Company may exercise its right of entry immediately and without notice.

4.3 The Customer warrants that it has the authority to grant such access, including where premises are leased, shared, or subject to third-party ownership.

5. STACKING, LAYOUT & MERCHANDISING CONTROL

5.1 The Company retains exclusive control and discretion over stacking, shelf allocation, facings, loading limits, product layout, and visual presentation within Company-owned Equipment.

5.2 The Customer shall strictly comply with all stacking, loading, and merchandising instructions issued by the Company and shall not interfere with the same.

6. MAINTENANCE, CARE & UTILITIES

6.1 The Customer shall take all reasonable care of the Equipment and keep it clean, secure, and in good working order.

6.2 The Customer shall provide, at its own cost and risk, suitable electricity, ventilation, drainage, and environmental conditions.

6.3 The Customer shall immediately notify the Company of any malfunction, leak, fault, or damage.

6.4 Only the Company or its authorised contractors may service, repair, adjust, or maintain the Equipment.

7. RISK, LOSS, DAMAGE & REPLACEMENT

7.1 All risk of loss, theft, vandalism, fire, flooding, electrical damage, or destruction of the Equipment passes to the Customer upon delivery or installation, whichever occurs first.

7.2 The Customer shall be strictly liable for the full Replacement Value of any Equipment that is lost, stolen, seized, destroyed, or damaged beyond economic repair, regardless of cause.

7.3 The Customer acknowledges and agrees that the Replacement Value specified in Schedule 1 represents a genuine pre-estimate of loss and shall be immediately payable upon demand.

8. LIABILITY EXCLUSION & INDEMNITY

8.1 To the fullest extent permitted by law, the Company shall not be liable for any:

  • damage to premises or fixtures;
  • personal injury or death;
  • loss of profits, revenue, goodwill, or business;
  • business interruption; or
  • third-party claims,

arising directly or indirectly from the presence, use, malfunction, servicing, or removal of the Equipment, except in cases of gross negligence or wilful misconduct.

8.2 The Customer shall fully indemnify and hold harmless the Company from all claims, losses, damages, liabilities, costs, and legal expenses arising from the Equipment being located on the Customer’s premises.

9. INSURANCE

9.1 The Customer shall maintain adequate insurance coverage for the Equipment at not less than the Replacement Value and shall provide evidence of such insurance upon request.

10. TERM & TERMINATION

10.1 This Agreement shall remain in force for as long as any Equipment remains on the Customer’s premises.

10.2 The Company may terminate this Agreement immediately upon breach, non-payment, insolvency, enforcement action, or cessation of trade.

11. REMOVAL, NON-RETURN & PENALTIES

11.1 Upon termination or upon demand, the Customer shall grant immediate and unhindered access for removal of all Equipment.

11.2 Failure or refusal to permit removal shall entitle the Company to:

  • charge daily penalties;
  • recover all enforcement, storage, and legal costs; and/or
  • invoice the full Replacement Value of the Equipment.

12. DIRECTOR & PERSONAL LIABILITY (WHERE APPLICABLE)

12.1 Where the Customer is a company, the signatory warrants that it has authority to bind the Customer and agrees that it shall be jointly and severally liable with the Customer for any loss, damage, or failure to return Equipment.

13. NO PARTNERSHIP, AGENCY OR WAIVER

13.1 Nothing in this Agreement creates a partnership, agency, or joint venture.

13.2 Failure to enforce any provision shall not constitute a waiver.

14. SEVERABILITY & GOVERNING LANGUAGE

14.1 If any provision is held invalid or unenforceable, it shall be severed or limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.2 This Agreement is drafted in English, which shall prevail in the event of any translation.

15. GOVERNING LAW & JURISDICTION

15.1 This Agreement is governed by the laws of Malta.

15.2 The courts of Malta shall have exclusive jurisdiction.