General Terms and Conditions of Sale

These General Terms and Conditions of Sale ("Conditions") apply to all offers made by and all agreements entered into with Shandong Do Sender Chemicals Co., Ltd. and its affiliates (collectively, "Do Sender" or "Seller") for the sale and delivery of products ("Products"). By placing an order, the buyer ("Buyer") accepts these Conditions.

1. Offers and Acceptance

All offers made by Seller are non-binding and subject to confirmation. An agreement shall only be concluded upon Seller's written confirmation of the order. Seller reserves the right to reject any order or to accept it only in part.

Any terms and conditions of Buyer that deviate from or supplement these Conditions shall only apply if expressly accepted in writing by Seller. Seller's acceptance of an order or delivery of Products shall not constitute acceptance of Buyer's terms.

2. Prices

All prices are quoted in the currency stated in Seller's quotation or confirmation and are exclusive of value added tax (VAT), sales tax, excise duties and any other governmental charges or levies, unless otherwise indicated. Seller reserves the right to adjust prices if, after the date of the agreement, costs of raw materials, energy, transportation, wages, taxes or other cost factors increase.

3. Payment

Buyer shall pay the purchase price within the payment term specified in the invoice, which shall in no event exceed thirty (30) days from the invoice date, unless otherwise agreed in writing. Payment shall be made in the currency stated in the invoice by bank transfer to the bank account designated by Seller.

In the event of late payment, Buyer shall be in default without further notice being required and shall owe interest on the outstanding amount at a rate of 1.5% per month, or the maximum rate permitted by applicable law if lower. Seller shall further be entitled to recover all collection costs, including reasonable attorneys' fees.

4. Delivery

Delivery dates are approximate and non-binding. Seller shall make reasonable efforts to meet stated delivery dates but shall not be liable for any delay. Seller may deliver in installments.

Risk in the Products shall pass to Buyer upon delivery of the Products to the carrier at the shipping point (EXW, Incoterms 2020), unless otherwise agreed in writing. Buyer shall inspect the Products upon delivery and shall notify Seller in writing of any visible defects within seven (7) days of delivery. Hidden defects must be reported in writing within seven (7) days of discovery.

5. Retention of Title

All Products delivered by Seller shall remain the property of Seller until Buyer has fulfilled all its payment obligations under the agreement, including any claims for damages. Until title passes, Buyer shall store the Products separately and clearly identify them as Seller's property.

6. Product Quality and Warranties

Seller warrants that the Products shall conform to the specifications agreed upon in writing at the time of delivery. This warranty is exclusive and in lieu of all other warranties, whether express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

Seller's sole obligation under this warranty shall be, at its option, to replace non-conforming Products or to credit Buyer for the purchase price of the non-conforming Products, provided that Buyer has notified Seller of the non-conformity in writing within the inspection period set out in Section 4.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Seller's total aggregate liability under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the purchase price of the Products in respect of which the claim arises.

In no event shall Seller be liable for any indirect, incidental, special, punitive or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of use, loss of data or loss of goodwill, even if Seller has been advised of the possibility of such damages.

8. Force Majeure

Seller shall not be liable for any failure or delay in the performance of its obligations under the agreement to the extent that such failure or delay results from circumstances beyond Seller's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil commotion, fire, flood, explosion, strikes or other labor disputes, governmental actions, orders or regulations, shortage of raw materials or energy, failure of transportation, or breakdown of plant or machinery.

If a force majeure event continues for more than ninety (90) consecutive days, either party shall be entitled to terminate the agreement in respect of the affected Products by written notice to the other party, without any liability for such termination.

9. Compliance with Laws

Buyer shall comply with all applicable laws, regulations and governmental requirements relating to the import, export, storage, handling, transportation, use and disposal of the Products, including but not limited to applicable environmental, health and safety regulations, and shall obtain all necessary permits and licenses.

Buyer acknowledges that certain Products, including organic peroxides and AZO initiators, are subject to special regulatory requirements and hazardous materials regulations. Buyer is solely responsible for ensuring compliance with such requirements.

10. Governing Law and Jurisdiction

These Conditions and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law principles.

Any dispute arising out of or in connection with these Conditions shall be submitted to the exclusive jurisdiction of the courts of Jinan, Shandong, China.

11. Severability

If any provision of these Conditions is found to be invalid, illegal or unenforceable, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. Entire Agreement

These Conditions, together with any order confirmation and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the sale and purchase of the Products and supersede all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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