TERMS & CONDITIONS OF SALE

Last Updated: December 19th 2021

Open China Gateway Ltd (OCG) Terms and Conditions of Sale

The sale of products and services (“Products”) by OCG and its subsidiaries and/or affiliates to a customer
(“Customer”) are subject to these terms and conditions (“Agreement”) regardless of other terms or
conditions in any purchase order, document, or other communication of Customer (“Order”). OCG objects
to such other terms. This agreement may only be modified in writing if signed by authorised
representatives of both OCG and Customer.

1. Orders. Unless otherwise stated on the quotation, OCG quotes are invitations by tender and are subject to change at any time without notice. All Orders are subject to acceptance by OCG. Contracts between Customer and OCG are formed upon OCG’s written acceptance, Electronic Data
Interchange (“EDI”) acknowledgement of execution of Customer’s Order and are subject to this agreement. All Orders for Products that OCG identifies as non-standard or (“NCNR”) are non-cancellable and non-returnable. OCG may identify Products as non-standard or “NCNR” by various means including quotes, Product Lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for Products without OCG’s consent. OCG reserves the right to allocate sale of products amongst its customers.
2. Prices. Unless otherwise stated on OCG’s proposal, quote or invoice, prices are for products only and do not include taxes, freight, duties, tariff or any other charges for fees for additional services (collectively, “Additional Fees”). Unless otherwise stated on OCG’s proposal, quote or invoice,
Customer is responsible for any and all Additional Fees. Prices are subject to change due to manufacturer price increases, change in currency exchange rates or quoting errors.
3. Terms of Payment. Payment is due as stated on OCG’s invoice without offset or any deduction for withholding taxes or any other reason. On any past due invoice OCG may charge interest from the payment due date of payment at eighteen percent (18) per annum or the maximum allowed by
permitted law, plus reasonable legal fees and collection costs, with a minimum fee of fifty (50) Pounds Sterling. At any time, OCG may change the terms of Customer credit. OCG may apply payments to any Customer’s accounts. If Customer defaults on any payment. OCG may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and pay immediately. Unless otherwise provided by applicable aw, Customer credits provided by OCG will expire if unused within twelve (12) months.
4. Delivery. Unless otherwise stated by OCG in writing all OCG deliveries are ex-works to Customer’s delivery location. OCG’s delivery dates are estimates only and subject to OGG’s timely receipt of supplies. OCG shall not be responsible or liable for any costs, losses or damages arising out of or related to: (a) any failure to deliver Products within the time prescribed therefore; (b) delay in delivery; (c) partial delivery; or (d) early delivery. Customer shall accept Products notwithstanding delayed, partial or early delivery. Customer may not cancel any other Orders based on delayed
delivery or any part of an Order.
5. Title. As a form of payment security title shall pass to the Customer upon payment in full for the Product by the Customer. In the case of an onward sale, Customer assigns all rights in the related receivable to OCG until Customer has made payments in full to OCG. Once the product is processed
or combined with other items (“Processed Product”). OCG retained title transfers to a share in the title Processed Product reflecting the value of the Product relative to the value of the Processed Product. This section does not apply to the sales of Software (as defined below) and services.
6. Software. Software is machine readable (object code) version of computer programme (“Software”). Customer’s use of Software and any related documentation shall be governed by the licence agreement applicable to the Software. Software embedded or bundled with hardware must
be used solely with the hardware for which it was intended and may not be transferred separately.
7. Warranty. Customer acknowledges that OCG is not the manufacturer of the Products. OCG shall pass through to the Customer any transferable warranties, indemnities and remedies provided to OCG by the manufacturer, including those for intellectual property infringement, if to any extent it is
permitted to do so. If required by law, OCG warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published date sheets for the Products. All warranty claims shall be time-barred twelve (12) months from the time of delivery on non-conforming Products. If OCG performs value added work such as integration work, tape-and-reeling or programming OCG warrants that such add-value work will conform to Customer’s written specification accepted by OCG for ninety (90) days after delivery by OCG. Customer shall be deemed the manufacturer of such added-value Products. Customer’s sole remedies for breach of OCG’s warranty are, at OCG’s choice (a) repair of the products, (b) replacement of the products; (c) refund of Customer’s purchase price for the products. OCG makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software applicable licence agreement SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.

OCG MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMNT, UNLESS WARRANTED AS DESCRIBED IN THIS SECTION, PRODUCTS ARE PROVIDED “AS IS.”

8. PRODUCT RETURN.
a) Customer may return Products to OCG only with a return material authorisation (“RMA”)
number issued by OCG.
b) An RMA shall be issued by OCG subject to the following:
8.b.1. Returns for Visual Defect@ OCG Receipt of written notice of any damage to outer packaging, damage to products, shortage of Products, or other discrepancy (“Visual
Defect”) within three (3) business days after receipt of the shipment, otherwise Customer is deemed to have accepted the Products.
8.b.2. Returns for Product Warranty. OCG receipt of written notice stating the Product defect within the warranty period.
8.b.3. The defect notified under 8.b.1 or 8.b.2 was caused solely by OCG or the original manufacturer.
8.b.4. The defect notified under8.b.1 or 8.b.2 is not damage, or shortage, or other discrepancy created by Customer. A carrier, freight forwarder or any third party.
8.b.5. Customer must return the Products to OCG in compliance with the instructions in the RMA provided by OCG and
8.b.6. OCG’s assessment of the returned Products confirms eligibility for return under this section.
c) OCG may return the Products not eligible for return under this section to Customer on a freight collect basis or hold such Products for Customer’s collection and account at Customer’s expense.
9. LIMITATION OF LIABILITY. In any action under or relating to this Agreement whether based in contract, warranty, tort (including negligence) or any other legal theory, OCG shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, loss of
revenue, loss of data, loss of use, rework, repair, manufacturing expense, cost of product recall, injury to reputation or loss of customers even if OCG has been advised of the possibility of such damages and notwithstanding the failure of essential purpose or remedy in this Agreement. In no
event shall OCG’s liability arising out of or in connection with this agreement exceed the total amount paid to OCG for the specific Products at issue.to the extent OCG cannot lawfully disclaim any implied or statutory warranties, Customer statutory warranties rights are not affected by this limitation of warranty.
10. FORCES BEYOND OCG’S CONTROL. OCG will not be in breach of this Agreement and will not be liable to fulfil its obligations under this Agreement, if any such failure or delay is due to or arising out of any legal theory of force majeure, an act of nature, act or omission of Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, shortage of labour, energy, fuel, materials or Products, strike, labour action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labour, materials, or Products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
11. USE OF PRODUCTS. Customer shall comply with the manufacturer’s Product specifications. Products are not authorised for use in life support systems, human implantation, nuclear facilities or any other application could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such sale or non-compliance is at Customer’s sole risk. Customer shall indemnify, defend and hold OCG harmless from any claims resulting from or arising our of: (a) OCG’s compliance with Customer’s designs, specifications, or instructions; (b) modification of any Product by a party other that OCG; (c) use of Products in conjunction with other products; (d) use of Products not authorised as described above, or (e) use of Products and related technology in
chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapon of mass destruction.
12. EXPORT CONTROL. Certain Products and related technology (“items”) sold by OCG are subject to export control regulations of the United States of American, United Kingdom, European Union, Japan and/or other countries excluding boycott laws (“Export Laws”). Customer shall comply with
such Export Laws and obtain any license, or permit or other approval required to transfer, export, re-export or import the items. Customer acknowledges that related technology consists of “Technical Data and Technical Assistance.” Technical Data may be in the form of blueprints, plans,
diagrams, models, tables, engineering design and specifications, manual, and instructions written or recoded on media or devices such as disc, tape or read-only-memories. Technical Assistance may be in the form of instructions, skill training, working knowledge, or consulting services. Customer shall not directly or indirectly export or re-export, or transfer (or cause to be exported, re-exported or transferred) any items to any country, jurisdiction, individual, organisation, or entity to which such export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes administer by the United States of American, United Kingdom, European Union, Japan and/or other countries or by any other applicable government authority.
13. ELECTRONIC ORDERS. If any part of the purchase and sale of Products including the Customers NCNR acknowledgement or demand forecast uses EDI, Customer internal portal, third party portal or any other electronic image means (“Electronic Purchase Order”) this Agreement will continue to apply to the purchase and sale of Products between Customer and OCG. Customer’s acceptance of OCG’s acknowledgement requestor OCG’s specification of details with respect to Electronic Purchase Order via writing, e-mail, or other EDI is binding on the Customer.
14. ENVIRONMENTAL COMPLIANCE. Where applicable, Customer is responsible for all obligations and liabilities under the European Union’s (a) Waste Electrical and Electronic Equipment Directive (2012/19/EU), and Packaging Waste Directive (94/62/EC) and Batteries Directive (2006/66/EC) all as amended and all related national implementing measures in force from time to time.
15. GENERAL.
a) This Agreement shall be governed, construed and enforced in accordance with the laws of England and Wales.
b) Customer may not assign this Agreement or any right or obligation without OCG’s prior written consent.
c) If any provision of this Agreement is held unenforceable by a court of competent jurisdiction the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties permitted by applicable law. The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions.
d) Products, including Software or other intellectual property, are subject to any applicable rights of third parties such as patents, copyrights, and user licenses and Customer shall comply with such rights.
e) Customer shall comply with all applicable laws, rules, and regulations, including but not limited to anticorruption laws such as US Foreign Corrupt Practices, UK Bribery Act and local implementation legislation of the OECD Anti-Bribery Convention.
f) Customer shall collect, process, store and transfer all personal data provided by OCG under this agreement with all applicable laws of England and Wales and agrees to use such information solely for the purpose of facilitating communication and collaboration and purchasing Products from OCG and for no other purposes.
16. Product information. (for example, statement or advice technical or otherwise), advertisement content and information related to Product’s specification features, export import/export control classifications, uses and conformance is provided by OCG on an “AS IS” basis and does not form part of the properties of the Product. OCG makes no representation as to the accuracy or completeness of the Product information and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND LIABILITIES UNDER ANY THEORY< WITH RESPECT TO THE PRODUCT INFORMATION. All Product information is subject to change without notice.