GENERAL PROVISIONS

1. Introduction and Applicability: These General Provisions (the “General Provisions”) apply to any quotation, offer or proposal issued by Seller (each, a “Quotation”) and to any resulting sale, purchase order accepted by Seller, sales confirmation or contract between Seller and Buyer (collectively, a “Resulting Contract”). In case of any conflict or inconsistency: (a) the expressly agreed terms on the face of the Quotation or Seller’s order acknowledgment/sales confirmation prevail; then (b) these General Provisions; and then (c) any other standard terms. Buyer’s terms and conditions are rejected and shall not apply unless expressly agreed in writing by Seller. A Quotation is not a binding offer and creates no obligation on Seller unless and until Seller issues a written order acknowledgment, sales confirmation or otherwise expressly accepts Buyer’s order in writing. Any sale is subject to availability at the time of acceptance.

2. Shipment: Partial or multiple shipment(s) and/or transshipment(s) shall be permitted. In the event goods are shipped in more than one lot, these General Provisions and the applicable terms of the Resulting Contract apply to each lot. Incoterms 2020 shall apply as stated in the Quotation or Resulting Contract. Notwithstanding the foregoing, Seller may refuse to make or suspend delivery unless and until payment in cash (or in cleared funds) has been made.

3. Payment: Buyer shall pay the full price stated in the Quotation or Resulting Contract and shall not set off such price against any amounts allegedly owed by Seller. If payment is to be made by a letter of credit (“L/C”), it shall be an irrevocable, confirmed, without-recourse L/C in favor of and satisfactory to Seller. The L/C shall strictly comply with the Quotation or Resulting Contract, cover the full contract price, be established through a prime bank immediately after acceptance, be negotiable at sight, and be valid for negotiation for at least fifteen (15) days after the last day of the month of shipment. The L/C shall authorize partial availability against partial delivery. If an L/C is dishonored for any reason, including but not limited to rejection by a bank for sanctions, anti-money laundering, or other compliance reasons, Buyer shall make payment directly to Seller immediately upon Seller’s demand. If Seller has reason to suspect that the L/C will be dishonored and Buyer does not provide a means of payment satisfactory to Seller immediately upon Seller's request or if Buyer fails to satisfy any payment term under any agreement with Seller, Seller may, at Buyer's expense and risk, resell, hold, or cancel all or part of the relevant transaction(s) and/or claim any damages resulting from such breach. If payment becomes impossible or significantly difficult through the originally agreed currency, bank, or method due to Sanctions Laws (as defined in Section 14) or any bank's compliance policies, Seller may, in its reasonable discretion, designate an alternative payment method, currency, or bank, and Buyer shall comply with Seller’s instruction. Unless otherwise agreed in writing, any bank charges arising out of or in connection with payment shall be borne by Buyer. In the event of late payment, interest shall accrue at 5.33% per annum or the maximum rate allowed by applicable law, whichever is lower (calculated from the due date to the date of actual receipt by Seller). Seller shall retain full title to all goods covered hereby and shall be entitled to recover the goods or require Buyer to return the same, until Seller has received the full contract price.

4. Insurance: Only under CIF or CIP terms shall Seller arrange insurance. Such insurance shall be F.P.A., at one hundred and ten percent (110%) of the invoice amount, and exclude War Risk. Any other insurance shall be arranged by Seller at Buyer's specific request and at Buyer's account.

5. Taxes: Prices exclude shipping charges and any sales, import or other taxes and/or duties, custom, inspection, testing or certification fees of any nature whatsoever, imposed by government or other authority on the transaction between Seller and Buyer or on the goods (“Taxes”). Unless otherwise agreed in writing, (a) any customs duties, import, export or other similar taxes or charges, and any fees for customs clearance, inspection, testing or certification imposed in the country of import shall be borne by Buyer, and (b) any taxes imposed on Seller’s income or profits shall be borne by Seller.

6. Force Majeure: Seller shall not be liable in any manner, and Buyer shall not have a right to make a claim against Seller, for any failure to fully perform or any delay in performing all or any part of this Contract, which is directly or indirectly due to any causes or circumstances beyond the control of Seller, the manufacturers, suppliers, or carriers of the goods, including, without limitation: acts of God, fire, flood, storm, earthquake, typhoon, tidal wave, tsunami, plague, pandemic, or other epidemics (including any resulting governmental actions such as quarantines, lockdowns, or restrictions on travel, port entry, or business operations), war (whether declared or not), armed conflict, terrorism, or serious threat thereof, mobilization, blockage, embargo, detention, revolution, riot, looting, strikes, lockouts or other labor disputes; material cyber-attack (including ransomware or disruption of critical infrastructure); significant shortage or unavailability of transportation, port or border closures or dysfunction; material shortage of raw materials or energy; insolvency of suppliers or carriers; or any new or changed law, regulation, or administrative action, including sanctions, export/import controls, price cap regimes, designation on a restricted party list (such as the SDN list), denial or cancellation of licenses or quotas, imposition or increase of tariffs, anti-dumping/countervailing duties, safeguard duties or other trade remedy measures. If any event set forth foregoing occurs, Seller shall have the right, in its sole discretion, to terminate this Contract, and/or, allocate the goods among its existing regular customers in such a commercially reasonable manner as Seller shall determine. Further, parties agree that any time lost by reason of force majeure shall not count as lay time (where applicable).

7. Arbitration: All disputes, controversies or differences which may arise between the parties hereto, out of, in relation to or in connection with a Quotation, these General Provisions, or any Resulting Contract, or for the breach hereof shall be referred to and finally settled by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of three arbitrators; provided that, in cases where the aggregate amount of claims and counterclaims is equal to or less than USD 500,000, the tribunal shall consist of one (1) arbitrator to be selected in accordance with said rules. The arbitration shall be held in the English language. The award rendered therein shall be final and binding upon both parties.

8. Intellectual Property Rights, Warranty, Product Liability: Any warranties, representations, guarantees and remedies, including without limitation with respect to product quality, performance, fitness for a particular purpose, safety, freedom from defects and non-infringement of intellectual property rights, that Seller provides or is deemed to provide to Buyer in relation to the products (collectively, “Customer Warranties”) shall in no event exceed, in scope, duration or amount, the warranties, representations, guarantees and remedies that Seller receives from its supplier(s) of the products under the relevant supply agreement(s) (collectively, “Supplier Warranties”).

Seller shall have no obligation to provide to Buyer any warranty, representation, guarantee, remedy, indemnity or other liability in respect of: (a) product defects, non-conformities, quality issues, safety issues or product liability claims; or (b) any alleged or actual infringement of intellectual property rights by the products or their use, that goes beyond, or is more onerous than, the Supplier Warranties and any related indemnities or remedies that Seller is entitled to pass through to Buyer under its agreement(s) with the supplier(s).

9. Proper Use of the Goods: Buyer shall handle or use the goods and/or cause the goods to be handled or used by third parties in full compliance with (i) all safety and operating procedures set out in the operation or service manuals regarding to or in connection with the goods, if any, (ii) all instructions under or in connection with the transactions contemplated hereby by Seller, the manufacturer of the goods and/or any other party designated by Seller and (iii) all applicable laws and regulations regarding or in connection with the safe handling or use of the goods. Furthermore, if the goods are delivered to or used by third parties, Buyer shall provide to the third parties a necessary and sufficient explanation for their proper handling or use of the goods.

10. Safety Measures: If Buyer is aware that any accident or event has happened or is threatened to happen, where death, bodily injury or property damage (including damage to the goods) occurs or would occur owing to or in connection with the goods, Buyer shall notify Seller thereof in writing immediately. In addition, if Seller, the manufacturer of the goods and/or any other party designated by Seller takes any measures to prevent such accident or event from happening or deteriorating, upon request of Seller, Buyer undertakes to (i) provide to Seller information on the goods, including, but not limited to, its current inventory status, sales results and projections of the goods, (ii) suspend any sale, distribution or delivery of the goods until further notice by Seller and (iii) cooperate with Seller in any way to the extent necessary for implementing such prevention.

11. Liability for Delays: Buyer acknowledges that any delivery schedule provided by Seller is only an estimation of the lead times and estimated delivery dates are tentative. Seller will inform Buyer of any anticipated delays but shall not be liable to Buyer for any loss or damage of whatsoever nature caused to Buyer as a result of any delays.

12. Liability of Agent: If these General Provisions, a Quotation, or a Resulting Contract is entered into by an agent on behalf of a principal as Buyer, whether disclosed or not, the agent shall be liable not only as agent but also for the performance of Buyer's obligations. This does not affect the principal's obligations.

13. Compliance: Buyer shall comply, and cause its customers, agents and any other parties with which Buyer has any contractual relationship (collectively, “Buyer’s Affiliates”) to comply, with all applicable laws, orders and regulations in connection with the transactions contemplated hereby. Buyer hereby represents and warrants that: (a) it has no reason to believe that Buyer and/or Buyer’s Affiliates, whether or not Buyer has any contractual relationship with such parties, have made or may make a violation of any applicable law, order or regulation, and (b) Seller and/or Seller’s Affiliates have complied with all applicable data protection laws and regulations, in connection with transactions contemplated hereby.

14. Sanctions and Trade Controls: Seller will comply with applicable sanctions laws and may be unable to receive payments from certain countries or may be required to report payments. Buyer represents and warrants that Buyer, Buyer’s Affiliates and their respective directors, officers, shareholders and beneficial owners are not subject to sanctions or located/resident in a sanctioned location, and shall promptly notify Seller if that changes. In such case, Seller may immediately terminate any Quotation and/or Resulting Contract.

15. Breach by Buyer: In the event Buyer fails to carry out any of the terms of a Quotation or any Resulting Contract, including, but not limited to, payment within stipulated time for any shipment hereunder or thereunder, bankruptcy, insolvency or reorganization or rehabilitation proceedings, or other proceedings analogous in nature or effect, are instituted by or against Buyer, Buyer is dissolved or liquidated, whether voluntarily or involuntarily, a receiver or trustee is appointed for all or a substantial part of Buyer's assets, Buyer makes an assignment for the benefit of creditors, or Buyer generally suspends payment of its debts when the same become due, Seller may cancel all or any part of this Contract or any other contract(s) with Buyer without prejudice to any right of Seller existing under this Contract or any other contract(s) with Buyer at the time of such cancellation, or Seller may resell the goods or hold the goods for Buyer's account and risk, or Seller may postpone the shipment of the goods or stop the goods in transit, provided, however, that Seller's election of any of the latter remedies shall not preclude Seller's later right to cancel this Contract or any other contract(s) with Buyer as provided above. If any of the foregoing events has occurred with respect to Buyer, Seller may declare immediately due and payable any amounts remaining outstanding and unpaid under this Contract or any other contract(s) with Buyer to be forthwith due and payable, whereupon the same shall become immediately due and payable. Furthermore, in such event, Seller and/or any of Seller’s affiliated companies (collectively, “Seller Group”) shall be entitled to set off any amounts payable to Seller Group by Buyer under this Contract or any other contract(s) with Buyer, whether due or not, against those payable to Buyer by Seller under this Contract or any other contract(s) with Buyer. In any such event of default, Buyer shall reimburse Seller for any loss or additional costs incurred as a result thereof, including any legal fees, costs and expenses reasonably incurred by Seller in connection with the enforcement of Seller’s rights.

16. Governing Law and Construction: These General Provisions, any Quotation, and any Resulting Contract shall be governed by the laws of Singapore. Subject thereto, no third party has rights under the Singapore Contracts (Rights of Third Parties) Act 2001. The United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded.

17. Governmental Regulations: Seller's obligations hereunder shall be subject to applicable Singapore governmental export and all other regulations.

18. Assignment: These General Provisions bind and inure to the benefit of Seller and Buyer and their successors and permitted assigns. Buyer shall not assign, transfer or otherwise dispose of its rights or obligations in whole or in part without Seller's prior written consent.

19. No Waiver: No failure to exercise or delay in exercising any right or remedy by Seller under this Contract shall operate as a waiver thereof or of any other right or remedy which Seller may have hereunder, nor shall any single or partial exercise of such right or remedy preclude any further exercise thereof or of any other right or remedy which Seller may have hereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law, in equity or otherwise.

20. Severability: If any provision is held invalid, illegal or unenforceable, it shall be deemed deleted, and the remaining provisions shall continue in full force and effect.

21. Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR INCREASED OPERATING COSTS. BUYER WAIVES ANY RIGHT TO PUNITIVE OR EXEMPLARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SELLER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY QUOTATION OR RESULTING CONTRACT SHALL BE LIMITED TO THE AMOUNTS PAID BY BUYER FOR THE RELEVANT GOODS. SELLER SHALL NOT BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR MANPOWER.