Fujian Hengshen Huanyu New Materials Co., Ltd. ("Seller") General Conditions of Sale

1. Definition and scope of application of seller
1.1 Seller means a subsidiary or subsidiary legal entity of Fujian Hengshen Huanyu New Materials Co., Ltd. incorporated in China and signing or performing a contract for the sale of goods or purchase order in its own name in accordance with these General Conditions of Sale. Fujian Hengshen Huanyu New Materials Co., Ltd., Address: No. 1, Songqi Avenue, Hongxia Village, Kengyuan Town, Lianjiang County, Fuzhou City, Fujian Province, 350512.
1.2 All sales and deliveries by the Seller shall be made in full accordance with these General Conditions of Sale, and the Buyer's acceptance of such conditions shall be deemed by placing an order or receiving the Goods. Unless otherwise agreed in writing by the Seller, no inconsistent or supplementary terms and conditions shall apply from the Buyer. The Seller's General Conditions of Sale shall also apply to all future transactions with the Buyer. Deviations from these General Conditions of Sale require the express written consent of the Seller.
 
2. Signing of the contract 

2.1 The Seller's offer is not binding, but must be deemed an invitation to the Buyer to submit a binding bid. The conclusion of the contract is contingent on the Buyer's order (bid) and the Seller's written acceptance. The contract shall be fully governed by the content of the order accepted by the Seller and these General Conditions of Sale. If such written acceptance differs from the offer, the written acceptance constitutes a new non-binding offer from the Seller. An oral agreement or undertaking is valid only upon written confirmation by the Seller's authorized employee.
2.2 The Seller reserves all rights to the sales documents (in particular pictures, drawings, weight and dimension data) and samples. These contents must not be provided to third parties and must be returned to the Seller on request.
2.3 The Seller's on-site staff is not authorized to represent the Seller. In particular, the on-site staff cannot enter into contracts and cannot inspect the delivered goods ("Goods") or other conditions.

 
3. Product quality, samples and samples; Guarantee.
3.1 Unless otherwise agreed, the quality of the Goods is determined solely by the product specifications of the Seller.
3.2 The characteristics of the sample and the sample are binding only if the parties expressly agree to determine the quality of the goods based on the sample and the characteristics of the sample.
3.3 The information provided in the sales catalogue, the price list and any other informative literature provided by the Seller or any other description of the Goods (e.g. shelf life data) shall under no circumstances constitute a warranty for any particular quality of the Goods; such warranty of particular quality or durability must be expressly made in writing.

 4. Recommendations

Any advice given by the Seller is given to the best of its knowledge. Any advice and information regarding the application and application of the Goods shall not exempt the Buyer from its own investigation and inspection. 
 
5. Price

5.1 Unless the parties have agreed on a specific price, the price shall be determined by the seller's price list applicable on the date of signing the contract.
5.2 If, after the conclusion of the contract, the cost of the goods unexpectedly increases for the Seller and the Seller is not liable for this, the Seller shall be entitled to transfer the increased costs by increasing the agreed price proportionally.
 
6. Delivery
6.1 Delivery shall be effective as agreed in the Contract. The delivery date and delivery period agreed upon by the Contract shall be binding only if the Parties have agreed on the date and duration of delivery, the Buyer has provided the Seller with all information or documents necessary to execute the delivery in a timely manner, and the Buyer has paid any advance payment in the manner and amount agreed upon by the Parties. The delivery period agreed by the Parties shall be calculated from the date of confirmation of the order. In the event of a subsequent conclusion of an additional or supplementary contract, the delivery period and delivery date shall be extended or rescheduled accordingly, where applicable.

For goods not produced by the seller itself, the delivery obligation shall depend on the accurate and timely receipt of such goods by the seller from its suppliers.

If the Seller is late in delivery, the Buyer is entitled to terminate the contract only if (i) the Seller is responsible for the delay and (ii) the reasonable grace period set by the Buyer has expired.
6.2 If the Buyer fails to accept delivery, or breaches any other obligation to cooperate with the Seller, the Seller shall have the right, without prejudice to other rights, (i) to reasonably store the Goods at the Buyer's expense or (ii) to terminate the contract in accordance with the law.
6.3 To the extent reasonably acceptable to the Buyer, the Seller may deliver in instalments with good reason.
 
7. Shipment, packaging, risk transfer
7.1 Shipment shall be carried out in a reasonable manner of shipment in standard packing materials without any other instructions from the Buyer.
7.2 Unless otherwise agreed in writing by the parties, the risk shall pass to the Buyer (i) once the Goods are delivered to the carrier in the case of the Contract of Sale relating to the shipment of the Goods, (ii) once the Goods are delivered to the Buyer in the case of the Buyer's own pick-up of the Goods, or (ii) in the case of pick-up of the Goods by a third party authorized by the Buyer. In the event of a breach by the Buyer, the risk shall pass to the Buyer upon the Buyer's default. If the Goods are picked up by the Buyer or by a third party authorized by the Buyer and there is a delay in delivery due to reasons for which the Buyer is responsible, the risk shall pass to the Buyer on the date on which the Buyer receives notice that the Goods have been prepared.
 
8. Compliance obligations
8.1 Buyer is responsible for complying with all applicable laws, regulations, regulations and administrative requirements related to its activities under the Contract, including laws, regulations, rules and administrative requirements governing cross-border sales, importation, storage, shipment, product transshipment, economic sanctions and export controls. The above expressly includes all applicable anti-bribery and corrupt laws, including but not limited to the Bribery Act 2010 (UK), the US Foreign Corrupt Practices Act of 1977, the Criminal Law of the People's Republic of China, the Anti-Unfair Competition Law of the People's Republic of China and any other anti-bribery, corruption, commercial bribery, money laundering or terrorist financing laws applicable to Buyer. The above also includes all applicable export control and economic sanctions laws.
8.2 Without limiting the foregoing, the Buyer agrees that it will not ship or transfer any Goods to Cuba, Syria, Iran, North Korea or Crimea or the respective governments of these countries. The Buyer also agrees that it will not sell to the Customer any Goods for the purpose of proliferating weapons of mass destruction, including missiles, nuclear, chemical or biological weapons. Finally, the Buyer will not resell any Goods directly or indirectly to or through any Customer if it is a person or entity that:

(a) Inclusion in the Consolidated List of Individuals, Organizations and Entities Subject to EU Financial Sanctions (http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm);

(b) Inclusion on the list of Specially Designated Nationals and Prohibited Persons published by the Office of Foreign Assets Management of the U.S. Department of the Treasury (http://www.treasury.gov/ofac/downloads/t11sdn. pdf);

(c) is on the list of denied parties or entities published by the U.S. Department of Commerce's Bureau of Industry and Security (http://www.bis.doc.gov/index.php/the-denied-persons-list;https://www.bis.doc.gov/index.php/forms-documents/doc_view/691-supplement-no-4-to-part-744-entity-list); or (d) is otherwise prohibited from receiving the Goods by law. Buyer shall not take any action to expose Seller to such laws, regulations, regulations, or administrative requirements, including those of the United States, the United Kingdom, and the European Union.
 
9. Payment Terms
9.1 Unless otherwise specified in the Seller's confirmation, the Buyer shall pay the total amount of the invoice within 30 days from the date of issuance of each invoice by the Seller without any deduction; if the payment deadline is overdue, the Buyer shall be deemed to have breached the contract. The Buyer shall not be deemed to have paid until the Seller receives the payment on time or confirms receipt of the overdue payment in writing.
9.2 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations.
9.3 In the event of default by the Buyer, if the amount of the invoice is in any currency other than RMB, the rate shall be higher than the discount rate of 9 percentage points published by the principal banking institution of the issuing country (when invoicing and payment is made in RMB, the People's Bank of China) at the time of due payment. Any claim for further damages resulting from the default shall not be affected.
9.4 Money orders and cheques shall only be considered for use under special arrangements and the seller shall not be required to pay any bank charges or other charges.
9.5 The Seller shall have the right to issue invoices in installments in accordance with the delivery of instalments as provided for in Section 6.3 of this Agreement.
 
10. Buyer's rights to defective goods
10.1 Once the risk is transferred, the goods shall be of the agreed quality (see section 3.1 above).
10.2 The Buyer's right in the event of a defect in the Goods shall require it to inspect the Goods without delay upon delivery and to notify the Seller of any defect without delay, no later than two weeks after receipt of the Goods; the Seller must be notified of the concealed defect without delay and not later than two weeks after the discovery of the defect. The notice must be given in writing and must accurately describe the nature and extent of the defect.
10.3 In the event of a defect notice, the Seller shall be entitled to inspect and inspect the disputed Goods. The Buyer will give the Seller the time and opportunity necessary to exercise such rights. The Seller may also require the Buyer to return the disputed Goods to the Seller at the Seller's expense. If the Buyer's defect notice proves to be unreasonable and the Buyer was aware of it prior to the Defect Notice, or was not aware of it due to negligence, the Buyer shall be obliged to reimburse the Seller for all costs associated therewith, such as travel or transportation costs.
10.4 If the Goods are defective and the Buyer has duly notified the Seller in accordance with Section 10.2, the Buyer shall be entitled to exercise its statutory rights if:

a) The Seller shall have the option to remedy the defect or to provide the Buyer with a defect-free alternative.

b The seller may make two attempts in accordance with section 10.4 a) above. If these attempts fail or are unacceptable to the buyer, the buyer may terminate the contract or demand a reduction in the purchase price or seek damages or reimbursement of its costs in accordance with section 11 in accordance with the law.
10.5 The Buyer's rights in the event of a defect in the Goods shall exclude (i) natural wear and tear, (ii) defects in the Goods due to reasons for which the Buyer is liable, such as improper use, reprocessing, non-compliance with operating instructions or mishandling, (iii) improper assembly and/or installation by the Buyer or a third party entrusted by the Buyer, and (iv) the use of inappropriate fittings or unsuitable spare parts, or improper repairs by the Buyer or a third party entrusted by the Buyer.
10.6 The Buyer's claim for the defective Goods is limited to one year after receipt of the Goods. The statutory time limit applies instead of the one-year period if:

a) Buyer claims damages caused by Seller's willful or gross negligence;

b) the buyer's right to material defect of the goods, which means (i) the goods are in unreasonable danger of endangering the safety of persons or property; or (ii) the goods do not comply with national or industry standards for the protection of personal health, personal or property safety;

c) To the extent that the seller has expressly indicated that it will assume the warranty for defect within the statutory period;

d) Other claims under the Product Quality Law of the People's Republic of China or any other mandatory statutory obligations.
 
11. Limitation of Liability and Damages
11.1 In the event of a breach of a material contractual obligation, the seller is only liable for damages that are normally foreseeable at the time of conclusion of the contract.
11.2 The Seller shall not be liable for damages caused by breach of non-material contractual obligations.
11.3 Subject to Clauses 11.1 and 11.2, the Seller shall not be liable to the Buyer for any injury, death, damage or direct, indirect or consequential loss (including but not limited to economic loss, loss of profits, loss of goodwill and similar losses) arising out of or in connection with the Contract.
11.4 In no event shall the Seller's aggregate liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the sale of the Goods, exceed the price of the Goods directly involved in or giving rise to liability.
11.5 The Buyer acknowledges that it voluntarily accepts the provisions of Section 11 and that the Buyer accepts the risk that it will not be able to obtain higher compensation under the terms of this Section and/or takes out the corresponding insurance on its own. However, the above limitation of liability shall not apply to (i) damage caused by Seller's intentional or gross negligence, (ii) personal injury caused by Seller's gross fault, (iii) any liability due to Seller under the Product Quality Law of the People's Republic of China, and (iv) to the extent that Seller has undertaken in writing to guarantee it.
11.6 The Buyer shall take all steps reasonably necessary to avoid and reduce damages.
 
12. Product Liability

When the buyer sells the goods, regardless of whether it modifies, processes, combines or mixes the goods with other products, if a third party claims compensation for product damages, the buyer shall be liable for compensation within its own fault. If a third party directly claims damages from the seller, the seller has the right to demand the buyer to bear the corresponding liability according to the degree of internal fault of the buyer and seller.
 
13. Right of set-off and lien
13.1 The Buyer may exercise the right of set-off only if the Buyer's counterclaim is undisputed, can be decided or has been finally adjudicated.
13.2 The buyer is entitled to a lien only if the buyer's counterclaim is based on the same contract and is unobjected, can be decided or has been finally decided.
 
14. Warranties

If there is reasonable doubt as to the buyer's ability to pay, in particular in the event of default, the seller may revoke the credit period and require the buyer to make early payment or provide other security as a precondition for delivery. If the buyer fails to make early payments or provide other security after the expiration of the reasonable grace period, the seller may terminate the affected contract in part or in whole. The seller reserves the right to further pursue the buyer's liability for breach of contract.
 
15. Retention of Title
15.1 The Seller retains title to the Goods until the Seller has fully fulfilled all claims for payment in connection with the Business Dealings.
15.2 In the event that the transaction is paid, the retention of title is a guarantee that the seller has the right to request payment of the balance.
15.3 The processing and processing of the Retention of Title Goods is carried out by the Seller (as the manufacturer) without creating any obligation. If the Buyer processes, combines or mixes the Retained Title Goods with other Goods, the Seller shall acquire joint ownership of the new Goods in proportion to the invoice value of the Retained Title Goods and other processed Goods at the time of processing. The new Goods resulting from processing shall comply with the same provisions applicable to the Retention-of-Title Goods. If the Goods are combined or blended and the Buyer Goods are a major part of the new Goods, the Buyer agrees that the Seller will have proportional co-ownership. The Buyer shall hold joint ownership in a manner that is in the custody of the Seller.
15.4 The Buyer is entitled to resell the Retained Title Goods only within the framework of normal and proper business operations. The Buyer has no right to pledge the Retained Title Goods, create a mortgage or make other dispositions that jeopardize the Seller's title to the Products.
15.5 As a precautionary measure, the Buyer hereby assigns to the Seller all receivables arising from the resale of the Retention-of-Title Goods, including all collateral claims, which the Seller hereby accepts. The Buyer may collect receivables that have been transferred to the Seller on behalf of the Seller, unless the Seller revokes them. If the Buyer sells the Retention-of-Title Goods after processing, converting, combining or mixing with other goods, the receivable for this assignment is the price of the goods agreed upon by the Buyer and the Seller plus a security limit of 10% of this price. Unless the Seller revokes the authorization, the Buyer may collect the receivables transferred to the Seller in its own name. If the Buyer fails to meet its substantive obligations, such as payment to the Seller, the Seller may revoke such authorisations and the right to resell the products.
15.6 The Buyer shall provide the Seller at any time with all required information relating to the Retention of Title Goods or receivables transferred to the Seller under the Contract. The Buyer shall promptly notify the Seller of any security or any claim by a third party against the Retention of Title Goods and shall provide the necessary documentation in respect thereof. The Buyer shall also notify the third party of the Seller's retention of title. The cost of defending the security and third party claims shall be borne by the Buyer.
15.7 The Buyer is obliged to handle the Retention of Title Goods with care during the Retention of Title period.
15.8 If the workable value of the security held by the Seller exceeds 10% of the total value of the receivables assigned, the Seller shall be obliged to discharge the security by assignment or assignment at the Seller's option, at the Buyer's request.
15.9 If the Buyer breaches a material obligation, such as payment to the Seller, and if the Seller terminates the contract, the Seller may, notwithstanding any other right, require the Buyer to surrender the Goods in title and otherwise use them to pay off all of the Seller's claims due. In such cases, the Buyer shall assist the Seller or the Seller's agent in immediately obtaining the Goods in title retention.
15.10 If the reservation of title is invalid in its existing form, the buyer shall make every effort to create an equivalent security right for the seller without undue delay in accordance with the law of the People's Republic of China. The buyer shall cooperate with taking all necessary and beneficial measures to ensure the validity and enforceability of such security rights, such as registration, publication, etc.
15.11 At the Seller's request, the Buyer is obliged to take out appropriate insurance for the Goods in Title, to provide the Seller with the corresponding proof of such insurance and to transfer to the Seller the corresponding sums arising under such insurance.
 
16. Trademarks and Advertising
16.1 The Buyer shall not engage in, and shall not authorize third parties, to engage in any act that may jeopardize the Seller's use of the trademark or other intellectual property rights in respect of the Goods. In particular, the Buyer shall not in any way obscure, alter or remove the trademarks and/or other distinctive features that are part of the Seller's Goods, whether printed or attached, and shall not contain or attach any other features.
16.2 All promotional, advertising and sales materials provided by the Seller ("Advertising Materials") shall remain the property of the Seller. The Buyer may use this Advertising Materials only for the purpose of selling the Goods as instructed by the Seller and the Buyer shall not authorize any third party to use the Advertising Materials.
16.3 If the Seller has expressly agreed in writing in advance, the Buyer may advertise the Goods and use the Seller's advertising materials and trademarks only for this purpose. The Seller may withdraw its consent at any time; in such cases, the Buyer's entire advertising must be stopped at the Seller's instructions and the resulting costs shall be borne by the Buyer. In any case, the Buyer shall remain responsible for ensuring that all promotional measures or advertisements comply with statutory requirements (if any) and do not violate any intellectual property rights of third parties, whether or not the Seller agrees. Otherwise, the Buyer shall be fully liable and compensate the Seller for all losses incurred as a result.
 
17. Force Majeure

In the event of any unforeseeable, unavoidable event or circumstance beyond the control and influence of Seller for which Seller is not liable, such as natural disasters, wars, strikes, lockouts, shortages of raw materials and energy, traffic jams, manufacturing equipment failures, fires, explosions or governmental actions, Seller's obligations under the Contract shall be released during the duration of such event. The period and date of delivery and performance (as the case may be) shall be postponed or rescheduled in accordance with the duration of such force majeure and Buyer shall be reasonably notified of the occurrence of such force majeure. Each party shall be entitled to terminate the contract if it is not foreseeable when such event will end or if the event continues for more than two (two) months.
 
18. Place of payment

Regardless of where the goods or documents are delivered, the place of payment shall be the place of business of the seller.
 
19. Communications

Any notice or other communication that either party is required to receive is valid only when it reaches that party. If a time limit must be observed, the notice or other communication must reach the recipient within this time limit.
 
20. General Provisions
20.1 Any dispute arising out of or in connection with the Contract shall be heard in a court of competent jurisdiction in the place of domicile of the Seller.
20.2 These General Conditions of Sale and the contractual relationship between the Buyer and the Seller are governed by the laws of the People's Republic of China, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
20.3 If these General Conditions of Sale are also provided to the Buyer in a language other than the language in which the contract of sale was concluded (Contract Language), this is only for the convenience of the Buyer. In the event of a different interpretation, the Chinese version of the contract shall prevail.
20.4 If the Contract Terms and/or these General Conditions of Sale are invalid in whole or in part, the validity of the remaining provisions shall not be affected.

Edition: August 2021
The above conditions are effective from August 1, 2021 and are subject to change without notice.