TERMS & CONDITIONS OF SALE

In these Terms and Conditions of Sale (“T&Cs”) Baralan USA, Inc. is referred to as “Baralan USA” and the customer or person or entity purchasing Baralan USA’s products (the “Goods”) and/or services (the “Services”) from Baralan USA is referred to as the “Buyer”.

These T&Cs, together with Baralan USA’s Order Confirmation (as defined below), constitute the complete and exclusive agreement and understanding governing the sale of Goods and/or the provision of Services by Baralan USA to Buyer (the “Agreement”). The Agreement shall constitute the entire agreement between the parties and shall supersede and prevail over any and all prior agreements, understandings, “handshakes” and/or representations, whether written or oral, among the parties with respect to such matters, including any additional, inconsistent and/or conflicting terms and conditions set forth in any invoice, correspondence (including, without limitation, e-mails and/or text messages), acknowledgment, packaging and/or any other document(s) that may be exchanged, at any time, between the parties and/or their respective affiliates.

Specifically: (i) in the event of any additional, conflicting and/or other inconsistent terms among a Buyer’s purchase order, a Buyer’s documents and/or a Buyer’s correspondence and the Agreement, the Agreement shall prevail and control over any such additional, conflicting and/or inconsistent terms, and (ii) in the event of any additional, conflicting and/or other inconsistent terms among these T&Cs and Baralan USA’s Order Confirmation, Baralan USA’s Order Confirmation (rather than these T&Cs) shall prevail and control over any such additional, conflicting and/or inconsistent terms.

BY RECEIVING BARALAN USA’S ORDER CONFIRMATION AND/OR INSTRUCTING BARALAN USA TO SHIP GOODS AND/OR PERFORM SERVICES (EITHER BY PHONE, FACSIMILE, E-MAIL COMMUNICATION, TEXT AND/OR INSTANT MESSAGING AND/OR OTHER ELECTRONIC MEANS) AND/OR BY ACCEPTING DELIVERY OF ANY GOODS AND/OR THE PERFORMANCE OF SERVICES, BUYER UNEQUIVOCALLY AND IRREVOCABLY ACCEPTS, AGREES AND ACKNOWLEDGES THAT THE AGREEMENT SHALL GOVERN THE PURCHASE OF THE GOODS, THE PROVISION OF SERVICES AND THE RELATIONSHIP BETWEEN BARALAN USA AND BUYER.

Baralan USA reserves the right to reject any order for Goods and/or Services, in Baralan USA’s sole discretion. No order is accepted by Baralan USA until: (i) Baralan USA provides Buyer with a written Order Confirmation on Baralan USA’s letterhead via Baralan USA’s online platform (if any) or via Baralan USA’s e-mail system showing Baralan USA’s correct e-mail address and/or via Baralan USA’s fax, and (ii) if required by Baralan USA, Buyer signs and/or acknowledges Baralan USA’s Order Confirmation in acknowledgement, acceptance and agreement, and returns such Order Confirmation, duly signed by Buyer, to Baralan USA.

For the purposes of the Agreement, Baralan USA’s “Order Confirmation” shall mean Baralan USA’s confirmation of an order sent to a Buyer: (i) via Baralan USA’s e-mail system showing Baralan USA’s correct e-mail address and showing “ORDER CONFIRMATION” in either the subject line and/or body of such e-mail, (ii) via Baralan USA’s online platform (if any), and/or via Baralan USA’s fax showing Baralan USA’s correct fax number and showing “ORDER CONFIRMATION” in either the subject line and/or body of such fax.

1. PRICES : All prices for Goods and/or Services, including, but not limited to, those specified in Baralan USA’s price list or schedule, if any, website and/or written quotation, if any, are subject to change without notice. Unless otherwise provided in Baralan USA’s Order Confirmation, such prices shall be automatically adjusted to reflect Baralan USA’s prices for Goods and/or Services as in effect at the time of the requested shipment date, and each shipment will be invoiced at such adjusted prices. Unless otherwise provided in Baralan USA’s Order Confirmation, all prices are EX WORKS BARALAN USA WAREHOUSE(S) (which shall have the same meaning as in the Incoterms 2020 published by the International Chamber of Commerce), exclusive of any applicable taxes, duties, sales taxes, transportation and insurance costs or charges, including, without limitation, Warehousing Charges (as such terms is defined in Section 3 below) and/or Blanket Order Warehousing Charges (collectively “Charges”), which Charges are to be borne exclusively by Buyer.

2. TERMS OF PAYMENT; RETENTION OF TITLE

2.1 Unless otherwise provided in Baralan USA’s Order Confirmation, the purchase price for all orders shall be paid in full in advance of shipment. In the event that Baralan USA agrees in writing, in Baralan USA’s Order Confirmation, that the purchase price shall not be paid in full in advance of shipment and shall be paid within a certain term (e.g., within 30 days) and/or in installments, then: (i) Buyer shall make payments in accordance with Baralan’s instructions, and (ii) in addition to all other remedies available to Baralan USA either at law or in equity, Baralan USA shall retain title to the Goods as described in this Section 2.

If any payment(s) owed to Baralan USA is not paid when due, it shall accrue interest at the rate of the lesser of: (i) 15% per annum, or (ii) the maximum amount permitted by applicable law, from the date on which such past due amount is due until the past due amount is paid in full. Buyer shall not be entitled to claim any set-off against Baralan USA. Should Buyer’s financial condition become unsatisfactory to Baralan USA, cash payments or security (e.g., a letter of credit, and/or personal and/or corporate guaranty) satisfactory to Baralan USA may be required by Baralan USA for future deliveries or purchases and for the Goods and/or Services theretofore delivered and/or performed. If such cash payment or security is not provided, in addition to Baralan USA’s other rights and remedies, Baralan USA may discontinue deliveries and/or performance of Services. Baralan USA also reserves the right to cancel, reject and/or refuse to process and/or complete Buyer’s future purchase order(s). Unless otherwise provided in Baralan USA’s Order Confirmation, all payments must be made in U.S. currency.

2.2 Baralan USA reserves a security interest in the Goods sold and delivered by Baralan USA to Buyer to secure Buyer’s payment of the purchase price and any other charges owed by Buyer. Buyer agrees that Baralan USA may (but is not obligated to) take such action(s) as Baralan USA deems advisable to evidence and perfect such interest in the Goods and that Buyer shall cooperate with Baralan USA in the taking of such actions including, without limitation, the signing by Buyer of financing statements. In the event Buyer fails to make any payment(s) when due, Baralan USA shall have the right, in addition to all other remedies available to Baralan USA either at law or in equity, to either terminate the Agreement immediately, without notice, or to suspend further performance under the Agreement. Baralan USA shall also be entitled (but is not obligated to) enter Buyer’s premises, without prior notice, to repossess any unpaid Goods. In the event that Buyer becomes insolvent after the Goods have been delivered, but are not yet paid for, Baralan USA shall have the right to reclaim the goods from Buyer. Buyer shall be liable for all expenses, including reasonable attorneys’ fees, relating to the collection of past due amounts and repossession of the Goods.

2.3 Without prejudice to, and supplementing the provisions of Sections 2.1 and 2.2 above, legal and beneficial title to the Goods shall remain with Baralan USA until Baralan USA shall have received full payment in cleared funds of all its claims against Buyer. Notwithstanding the foregoing, all risk of damage, loss or destruction of the Goods shall pass to Buyer upon delivery of the Goods in accordance with Section 3 below.

Buyer, acting as bailee, shall keep any unpaid Goods free from any adverse lien, security interest or encumbrance and shall not store or use any unpaid Goods in violation of any statute or ordinance.

Unless and until title to the Goods passes to the Buyer as set forth in the Agreement:

• In the event that Buyer fails to make any payment(s) when due, Baralan USA may at any time, in Baralan USA’s discretion, inspect, move, retake possession of, sell, dispose of or otherwise deal with the Goods;

• In the event that Buyer fails to make any payment(s) when due, Baralan USA, its agents and other authorized representatives may at any time and without notice enter any premises at which the Goods are situated or kept or at which Baralan USA believes the Goods are situated or kept for the purpose of exercising its rights;

• In the event that Buyer fails to make any payment(s) when due, Buyer shall procure and provide Baralan USA, on demand, with all such access, facilities, resources and assistance as Baralan USA may require in order to exercise its rights pursuant to this Section 2 and, at the request of Baralan USA, Buyer shall, at its own cost, deliver the Goods to Baralan USA or its nominee at such place or places as Baralan USA shall specify;

• In the event that the purchase price shall not be paid in full in advance of shipment and shall be paid within a certain term (e.g., within 30 days) and/or in installments, then Buyer, shall at all times maintain adequate insurance insuring the Goods for their full replacement value with a reputable insurer, and shall immediately, upon demand by Baralan USA, provide Baralan USA with a copy of the relevant certificate of insurance;

• In the event that the purchase price shall not be paid in full in advance of shipment and shall be paid within a certain term (e.g., within 30 days) and/or in installments, Buyer shall not sell or otherwise dispose of, pledge, charge, encumber or create any security or any indebtedness over or in respect of any unpaid portion of the Goods;

• Buyer shall store the Goods in a way which allows the Goods to be readily located, identified and differentiated from goods of, and/or supplied to Buyer by, parties other than Baralan USA. Buyer shall not remove or make unreadable any mark placed on the Goods or the packaging of Goods by Baralan USA and shall ensure that the Goods are at all times marked as the property of Baralan USA or stored in such a way as to make it obvious that the Goods are the property of Baralan USA; and

• In the event that the purchase price shall not be paid in full in advance of shipment and shall be paid within a certain term (e.g., within 30 days) and/or in installments, Buyer shall not affix, attach or incorporate the Goods to or into any land, buildings, structure or premises or into any goods or products or use the Goods to manufacture or produce any other goods or products.

2.4 In the event that the purchase price shall not be paid in full in advance of shipment and shall be paid within a certain term (e.g., within 30 days) and/or in installments then, in addition to all other remedies available to Baralan USA either at law or in equity, Baralan USA and/or its affiliates shall have the right to file UCC-1 financing statements to secure the payment of the purchase price.

2.5 In the event that Buyer fails to fulfill its payment obligations, in addition to all other remedies available to Baralan USA and/or its affiliates, either at law or in equity, Baralan USA shall have the right to sell any and all Goods, including Goods bearing Buyer’s trademark(s), logo(s), copyright(s) or other intellectual property, FREE AND CLEAR of any and all claims, liens, encumbrances or other interests of Buyer, its affiliates, customers and/or their respective successors and/or assigns. In the event Buyer fails to fulfill its payment obligations, Buyer shall: (i) release Baralan USA, its principals, directors, officers, agents, employees, affiliates, representatives and/or their respective successors and/or assigns from any and all claims in connection with any loss, damage, act, claim, suit, action and/or proceeding which may arise out of or in connection with Baralan USA’s and/or its affiliates’ selling the Goods to any third parties following Buyer’s failure to fulfill its payment obligations, and (ii) indemnify, defend and hold Baralan USA, its principals, directors, officers, agents, employees, affiliates, representatives and/or their successors and/or assigns harmless from any and all losses, claims, damages, judgments, expense or other cost (including reasonable attorneys’ fees) incurred by any of them in connection with any loss, damage, act, claim, suit, action and/or proceeding which may arise out of or in connection with Baralan USA’s and/or its affiliates’ selling the Goods to any third parties following Buyer’s failure to fulfill its payment obligations. The provisions of this paragraph shall survive any expiration or termination of the Agreement.

3. SHIPMENT AND DELIVERY; WAREHOUSING CHARGES :

3.1 Unless otherwise expressly agreed in writing by Baralan USA, shipments are made EX WORKS BARALAN USA WAREHOUSE(S) (INCOTERMS 2020). The risk of loss or damage and responsibility shall pass from Baralan USA to Buyer upon delivery of the Goods to the carrier. The carrier shall thereafter be deemed to be the agent of Buyer and the terms of payment for the Goods shall not be affected by damage to or destruction of the Goods sold. Upon receipt of payment in full by Baralan USA, title shall also pass to Buyer, subject to any interest of Baralan USA reserved to secure Buyer’s payment or performance. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Baralan USA will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Baralan USA, all shipping dates are approximate and not guaranteed. Neither Baralan USA nor it affiliates shall be liable for any loss or damage, including loss of income and/or profits, special, incidental, or consequential damages, resulting from Baralan USA’s and/or its affiliates’ delayed performance in shipment and delivery of the Goods and/or performance of Services. Baralan USA reserves the right to make partial shipments. Buyer shall accept and pay for partial deliveries and/or performance of Services in accordance with the prices and terms of Buyer’s Agreement with Baralan USA. Baralan USA, at its option, shall not be bound to tender delivery of any Goods and/or perform any Services for which Buyer has not provided accurate shipping instructions. If the shipment of the Goods and/or performance of Services is/are postponed or delayed by Buyer for any reason, including but not limited to, Buyer providing Baralan USA with inaccurate shipping instructions, then Buyer agrees to reimburse and indemnify Baralan USA for any and all transport and/or storage costs and other additional and incidental expenses resulting therefrom, including, without limitation Warehousing Charges (as defined below).

3.2 Warehousing Charges (collectively, the “Warehousing Charges”):

3.2.1 In the event that Buyer picks up the Goods after thirty (30) calendar days of Baralan USA’s communication (email being sufficient) to Buyer that Goods are ready for shipment EX WORKS BARALAN USA WAREHOUSE(S) (INCOTERMS 2020) (the “Pick Up Notice”), and/or if the shipment of the Goods is otherwise postponed or delayed by Buyer for any reason beyond such thirty-day period, including but not limited to, Buyer providing Baralan USA with inaccurate shipping instructions, then Buyer agrees to: (i) pay storage and handling charges to Baralan USA as set forth hereinafter: (a) if the purchase price for the Goods to be picked up, as evidenced by Baralan USA’s invoice(s) to Buyer), is greater than $1,000.00, an amount equal to ten percent (10%) of the total amount invoiced to Buyer for said Goods, or (b) if the purchase price for the Goods to be picked up, as evidenced by Baralan USA’s invoice(s) to Buyer), is $1,000.00 or less, the fixed sum of $200.00, and (ii) reimburse and indemnify Baralan USA for any transport and/or additional storage costs and other additional and incidental expenses resulting from Buyer’s delay in picking up the Goods as described above.

3.2.2 In the event that Buyer, despite Baralan USA’s Pick Up Notice, fails to pick up the Goods (i.e., the Buyer cancels an order after the Goods have been manufactured and/or in the event of no-show by Buyer) then Buyer agrees to: (i) pay a re-stocking surcharge as set forth hereinafter: (i) if the purchase price for the Goods not picked up, as evidenced by Baralan USA’s invoice(s) to Buyer), is greater than $1,000, an amount equal to twenty percent (20%) of the total amount invoiced to Buyer for said Goods, or (ii) if the purchase price for the Goods not picked up, as evidenced by Baralan USA’s invoice(s) to Buyer), is $1,000.00 or less, the fixed sum of $400.00, and (ii) reimburse and indemnify Baralan USA for any transport and/or additional storage costs and other additional and incidental expenses resulting from Buyer’s failure to pick up the Goods within thirty (30) calendar days of Baralan’s Pick Up Notice.

4. LIMITED WARRANTY; INSPECTION : Subject to the limitations set forth in Section 5 below, Baralan USA warrants that the Goods shall be in compliance with inspections performed under Military Standard 105 E (MIL-STD-105 E). Baralan USA’s liability for any breach of this limited warranty shall be limited to, at Baralan USA’s option, the repair or replacement of any part or parts which are determined to be defective in accordance with MIL-STD-105 E inspections.

This limited warranty does not extend to any defects, failures, losses or damages due to misuse or improper use or operation, including but not limited to, any operation beyond rated capacity, use of the Goods not in compliance with product specifications, service manuals and/or instructions, and/or use of the Goods by untrained or unqualified persons; substitution of parts or other alteration or modification carried out without Baralan USA”s prior written consent; repairs carried out by Buyer or third parties which in Baralan USA’s judgment adversely affect the Goods; erosion; corrosion; accident; abuse; neglect; normal wear and tear; negligence; or faulty or improper installation, maintenance or application of the Goods. This limited warranty also does not apply to defects arising out of material provided, or out of a design stipulated by Buyer. To the extent that Buyer or its agents have supplied specifications, information, representation of operating conditions or other data to Baralan USA in the selection or design of the Goods and the preparation of Baralan USA”s quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall be null and void.

BARALAN DOES NOT GUARANTEE THE GOODS’ COMPATIBILITY WITH ANY FILLER PRODUCT CHOSEN AND/OR OTHERWISE INTENDED TO BE USED BY BUYER IN CONNECTION WITH THE GOODS, IT BEING UNDERSTOOD AND AGREED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT OR ELSEWHERE, BUYER SHALL BE SOLELY RESPONSIBLE TO ENSURE THAT ANY GOODS AND/OR COMPONENTS DESIGNED, MANUFACTURED AND/OR SUPPLIED BY BARALAN USA IS COMPATIBLE WITH ANY FILLER PRODUCT CHOSEN AND/OR OTHERWISE INTENDED TO BE USED BY BUYER IN CONNECTION WITH THE GOODS

EXCEPT AS SET FORTH ABOVE, BARALAN USA MAKES NO OTHER WARRANTIES CONCERNING THE GOODS AND/OR SERVICES WHATSOEVER. THE LIMITED WARRANTY (MIL-STD-105 E) DESCRIBED IN THIS SECTION 4 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BARALAN USA AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO BARALAN USA BY BUYER, AND WHETHER OR NOT THE GOODS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED FOR BUYER’S (OR ANY SUBSEQUENT TRANSFEREE’S, AS DEFINED BELOW) USE OR PURPOSE. OTHER THAN EXPRESSLY PROVIDED IN THIS SECTION 4, BARALAN USA MAKES NO WARRANTY OR REPRESENTATION THAT THE GOODS AND/OR SERVICES COMPLY WITH ANY REQUIREMENTS OF FEDERAL, STATE OR LOCAL LAWS, REGULATIONS, RULES AND/OR INDUSTRIAL CODES.

BUYER HEREBY ACKNOWLEDGES THAT, IN BUYING THE GOODS AND/OR SERVICES FROM BARALAN USA, BUYER IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY OF BARALAN USA AND/OR ANY AFFILIATES THEREOF , OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT .

OTHER THAN REPRESENTATIONS OR WARRANTIES MADE BY BARALAN USA AND/OR ITS AFFILIATES IN THEIR LITERATURE AND/OR PACKAGING, NO REPRESENATION OR WARRANTY OF ANY KIND REGARDING THE GOODS AND/OR SERVICES MADE BY ANY PERSON OR ENTITY INCLUDING, BUT NOT LIMITED TO, INDEPENDENT DISTRIBUTORS AND SALES REPRESENTATIVES, SHALL BE BINDING UPON BARALAN USA.

IF YOU ARE A CONSUMER, AND SHOULD ANY APPLICABLE LAW PROHIBIT THE DISCLAIMER OF IMPLIED WARRANTIES SET FORTH ABOVE, THEN ANY IMPLIED WARRANTIES FOUND TO EXIST SHALL BE STRICLTY LIMITED TO THE DURATION OF THE LIMITED WARRANTY SET FORTH ABOVE.

Buyer must notify Baralan USA of any defects in the Goods and/or Services in writing, via email and certified mail to Baralan USA, Inc., 120-19 89th Ave, Richmond Hill, New York, NY 11418 within ten (10) calendar days of Buyer’s receipt of the Goods. The writing shall contain sufficient detail to permit identification of the defect, including, without limitation, dated photographs and sample of defective Goods and/or Services. Buyer’s failure to notify Baralan USA of any defects within ten (10) calendar days shall be deemed a waiver of Buyer’s right to inspect and reject any nonconforming Goods.

Upon receiving Buyer’s notice of defect, Baralan USA shall, at its option, repair or replace the Goods EX WORKS BARALAN USA WAREHOUSE (INCOTERMS 2020). Failure by Buyer to give such written notice of defect within the applicable time period (i.e., 10 calendar days) shall be conclusively deemed to be an absolute and unconditional waiver of Buyer”s claim for such defects, and the warranty shall be conclusively deemed to have expired.

Notwithstanding the foregoing, Buyer shall be deemed to have accepted the Goods and absolutely and unconditionally waived its rights to claim for any defects: (i) upon use, installation or attempted installation of the Goods, or (ii) if the Goods are otherwise used or altered in any way.

Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Goods, either alone or in combination with other products/components. Buyer’s responsibility hereunder includes, but is not limited to, any claims, losses or damages that arise as a result of Buyer’s failure to comply with the safety provisions of Section 10 below.

This Section 4 also applies in the event that any entity or person (other than Buyer) buys, acquires or uses the Goods, including, but not limited to, any entity or person who obtains the Goods from Buyer (any of them a “Subsequent Transferee”). Buyer hereby covenants and agrees to provide such Subsequent Transferee with conspicuous written notice of the provisions set forth in Sections 4 and 5 of these T&Cs. Buyer, furthermore, covenants and agrees that it shall not make any representation or warranty whatsoever regarding the Goods and/or Services to any third party (either on behalf of Baralan USA or on its own account), other than the limited warranty of Baralan USA set forth in this Section 4. BUYER HEREBY COVENANTS AND AGREES THAT, SHOULD BUYER FAIL TO COMPLY WITH THE PROVISIONS OF THIS LAST PARAGRAPH OF SECTION 4, BUYER SHALL DEFEND, INDEMNIFY, AND HOLD BARALAN USA, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES), OR CLAIMS FOR INJURY OR DAMAGES (INCLUDING, BUT NOT LIMITED TO GENERAL, CONSEQUENTIAL, INCIDENTAL AND PUNITIVE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH BUYER’S OR BUYER’S EMPLOYEES’, AGENTS’, REPRESENTATIVES’ AND/OR INDEPENDENT CONTRACTORS’ BREACH OF THE AGREEMENT.

5. LIMITATION OF REMEDY AND LIABILITY : THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF PARTS, IN ACCORDANCE WITH SECTION 4 ABOVE.

UNDER NO CIRCUMSTANCES SHALL BARALAN USA AND/OR ITS AFFILIATES BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL BARALAN USA’S AND/OR ITS AFFILIATES’ LIABILITY TO BUYER AND/OR ANY SUBSEQUENT TRANSFEREES EXCEED THE PURCHASE PRICE (AND ADDITIONAL COST OF SHIPMENT, INSURANCE, ETC.) PAID BY BUYER FOR THE SPECIFIC GOODS AND/OR SERVICES PROVIDED BY BARALAN USA GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AND ANY SUBSEQUENT TRANSFEREE AGREES THAT IN NO EVENT SHALL BARALAN USA’S AND/OR ITS AFFILIATES’ LIABILITY TO BUYER AND/OR ANY SUBSEQUENT TRANSFEREES EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES.

The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, loss of business opportunity, business interruption, loss of use or revenue, cost of purchasing substitute goods from a different supplier, professional fees, cost of capital or loss or damage to property or equipment.

It is expressly understood that any technical advice furnished by Baralan USA and/or its affiliates with respect to the use of the Goods is given without charge, and neither Baralan USA nor any of its affiliates assumes any obligation or liability whatsoever for the advice given, or results obtained, all such advice being given and accepted at Buyer”s own risk.

6. EXCUSE OF PERFORMANCE : Neither Baralan USA nor its affiliates shall be liable for delays in performance or for non-performance due to, without limitation, acts of God; acts of Buyer or Buyer’s employees, representatives, agents and/or independent contractors; epidemics; pandemics; mandatory closures or “pause”; war; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; default of suppliers; material fluctuations in the exchange rate between currencies; or unforeseen circumstances or any events or causes beyond Baralan USA’s and/or its affiliates’ reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Baralan USA upon notice to Buyer in the event of any of the foregoing. If Baralan USA determines that its ability to supply the total demand for the Goods and/or Services, or to obtain material used directly or indirectly in the manufacture of the Goods and/or performance of Services, is hindered, limited or made impracticable due to causes set forth in the preceding paragraph, Baralan USA may allocate its available supply of Services, Goods and/or such material (without obligation to acquire other supplies of any such Goods or material) among its purchasers on such basis as Baralan USA determines to be equitable without liability for any failure of performance which may result therefrom.

7. CANCELLATION : Buyer may cancel orders only upon reasonable advance written notice and upon payment to Baralan USA of Baralan USA’s cancellation charges which include, among other things, all costs and expenses incurred, and to cover commitments made by Baralan USA and a reasonable profit thereon. Baralan USA’s determination of such cancellation charges shall be conclusive. PROVIDED , HOWEVER , THAT ANY CANCELLATION MUST BE MADE BEFORE THE GOODS HAVE BEEN SHIPPED.

Without prejudice to the foregoing, in the event of “blanket orders”, “call-off orders”, “requirement contracts” et similia (each a “Blanket Order”) – which allow multiple delivery dates over a period of time and/or otherwise require Baralan USA to supply as much of a Good and/or Service as is required by a Buyer upon such Buyer’s request – if a Buyer then cancels or otherwise interrupts any such Blanket Order, then Buyer shall pay liquidated damages to Baralan USA in an amount equal to: (i) the full purchase price of any Goods and/or Services already manufactured and/or provided for, but not yet paid by, such Buyer in connection with any such Blanket Order, plus (ii) storage and handling charges equal to $10.00 per pallet per month, if the Goods are not picked up by Buyer EX WORKS BARALAN USA WAREHOUSE(S) (INCOTERMS 2020) within thirty (30) calendar days of Buyer’s cancellation or interruption any Blanket Order (the “Blanket Order Warehousing Charges”).

Baralan USA may cancel or terminate all or part of the Agreement with Buyer immediately upon the happening of any of the following: Buyer’s material delinquency of any of its obligations hereunder or with respect to any other order or transaction with Baralan USA; the insolvency of Buyer; the appointment of a trustee or equivalent, and/or a receiver under Title 11 U.S.C. (or equivalent), as amended (the “Bankruptcy Code”); the insolvency of Buyer and/or the commencement of a case under any chapter of the Bankruptcy Code or foreign equivalent, by or against Buyer; Buyer’s suspension or termination of business or assignment for the benefit of creditors; or any event, whether or not similar to the foregoing, which in Baralan USA’s good faith belief materially impairs the prospect of payment or performance by Buyer hereunder. Baralan USA’s rights to cancel or terminate herein may be exercised by Baralan USA without liability.

8. CHANGES : Buyer may request changes or additions to the Goods and/or Services consistent with Baralan USA’s specifications and criteria. In the event such changes or additions are accepted by Baralan USA in writing, Baralan USA may revise the price and dates of delivery accordingly. Baralan USA reserves the right to change designs and specifications for the Goods and/or Services without prior notice to Buyer, except with respect to Goods being made-to-order for Buyer.

9. PRODUCT LABELS, INFORMATION : Buyer acknowledges that it has received and is familiar with Baralan USA’s and/or its affiliates’ labeling and literature concerning the Goods and shall forward such information to its employees, agents, independent contractors and customers.

10. SAFETY PRECAUTIONS : Buyer shall require its employees, agents, representative and/or independent contractors to use all safety devices, guards and proper safe operating procedures as set forth in manuals and instruction sheets furnished by Baralan USA and/or its affiliates. Buyer shall not remove or modify any such device, guard or sign. It is the responsibility of Buyer to provide all the means that may be necessary to effectively protect all of its employees, agents, representative and/or independent contractors from serious bodily injury which otherwise may result from the method of particular use, operation, set-up or service of the equipment. It is the responsibility of Buyer to provide proper training to each employee, agent, representative and/or independent contractor using the equipment or to use only employees, agents, representatives and/or independent contractors that are sufficiently experienced in the use of such equipment. Buyer is also responsible for adequately safeguarding the equipment to conform to any and all federal, state and local government safety standards and industry safety standards, including the Occupational Safety and Health Act of 1970 (OSHA) or foreign equivalent. If Buyer fails to comply with the provisions of this paragraph or the applicable standards or regulations aforementioned, Buyer shall defend, indemnify and hold harmless and Baralan USA and its affiliates from and against any and all claims, losses or damages arising therefrom, as provided in Section 11 below.

11. INDEMNIFICATION : Buyer hereby covenants and agrees to defend, indemnify and hold harmless Baralan USA, its shareholders, principals, directors, officers, agents, employees, affiliates, successors, assigns and representatives (collectively, the “Indemnitees”) from and against, and pay or reimburse the Indemnitees for any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), resulting from or arising out of: (i) Buyer’s breach of any provision or covenant set forth in the Agreement; (ii) Buyer’s making of any representation to any third party regarding the Goods and/or Services other than the limited warranty set forth in Section 4 above; and/or (iii) any alleged infringement of any United States patent, trademark and/or any other intellectual property of Baralan USA and/or its affiliates. The provisions of this paragraph shall survive the acceptance and payment of the Goods and/or Services, and/or the expiration and/or termination of the Agreement.

12. CONFIDENTIAL INFORMATION : Buyer shall treat all information furnished by Baralan USA and/or its affiliates to be confidential and proprietary, including, but not limited to pricing and volume data, manufacturing techniques, trade secrets and “know how”, etc. Buyer shall use reasonable care, and in no event less care than it uses to safeguard and protects its own confidential information, to protect the information of Baralan USA and/or its affiliates and shall not use any such information for any purpose other than to discharge its obligations under the Agreement.

13. INTELLECTUAL PROPERTY; LICENSE TO USE BUYER’S IP; IP CERTIFICATIONS :

• Buyer shall defend, indemnify and hold harmless the Indemnitees from and against any and all claims, demands, lawsuits, liability and judgment for loss, costs, damages, fines, penalties and expenses of every kind and nature, threatened, incurred, arising out of or in connection with any alleged infringement of any trademark, copyright, trade dress, patent, or any other intellectual property or foreign equivalent, by any Goods supplied by Baralan USA and/or its affiliates hereunder and made specially for Buyer; provided that Baralan USA shall give prompt notice to Buyer of any such claim, etc., and an opportunity to settle or defend the same as Buyer may see fit; and provided further that Baralan USA shall render every reasonable assistance which Buyer may require of it in connection with such claim, etc. Baralan USA reserves the right to cancel any order, without liability with respect to any Goods, the manufacture, sale and use of which in the opinion of Baralan USA would infringe any such intellectual property.

• Buyer hereby acknowledges and agrees that Baralan USA shall have a revocable, royalty-free license to use, including the right to sublicense to Baralan USA’s affiliates and/or vendors worldwide the use of, Buyer’s trademarks, brands, logos, image, copyright, trade dress and any other intellectual property right(s) of Buyer that are necessary for Baralan USA, its affiliates and/or vendors worldwide to manufacture and deliver the Goods and/or provide the Services (collectively, the “IP License”).

• Buyer further acknowledges and agrees that: (i) Baralan USA, its affiliates and/or vendors worldwide may require evidence and/or written confirmation of the IP License from Buyer in connection with, without limitation, regulatory compliance, governmental regulations and/or controls (e.g., on counterfeit products), customs clearance and/or other legal requirements, and (ii) Buyer shall promptly cooperate with Baralan USA, its affiliates and/or vendors worldwide and provide evidence of the IP License upon demand, it being understood and agreed that: (x) Buyer’s delay in providing same may result in a delay in the delivery of Goods and/or Services, and (y) in the event that Buyer’s failure to provide the IP License when requested results in a delay in the delivery of Goods and/or Services, Baralan USA shall not be liable for any cost, expense, damage and/or loss caused by such delay.

14. STATUTORY COMPLIANCE : Baralan USA continues to attempt to comply with all applicable laws, standards and specifications. However, neither Baralan USA nor its affiliates shall be responsible for compliance with any laws, standards or specifications applicable to the Goods, their delivery, use, handling, labeling, transportation or disposal, whether of general or particular application, in any jurisdiction.

15. ASSIGNMENT : Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Baralan USA, and any such assignment, without such consent, shall be void.

16. GENERAL PROVISIONS : No change, modification, rescission, discharge, abandonment, or waiver of the Agreement shall be binding upon Baralan USA unless made in writing and signed on its behalf by a duly authorized representative of Baralan USA. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement the Agreement shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification or additional terms shall be applicable to the Agreement by Baralan USA’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Baralan USA in any quotation, acknowledgment or publication are subject to correction.

17. SEVERABILITY : If any provision of the Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of the Agreement shall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

18. GOVERNING LAW AND JURISDICTION : The Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles. Except to the extent provided in Section 23 below, any legal action or proceeding with respect to the Agreement or any document related thereto shall be brought exclusively in the courts of the State of New York located in New York County or of the United States of America for the Southern District of New York, and, by execution and delivery of the Agreement, each of the Parties hereto hereby accepts for itself and in respect of its property generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each of the Parties hereto hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. EACH PARTY TO THE AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT. EACH SUCH PARTY CERTIFIES THAT THEY HAVE NOT RELIED UPON ANY REPRESENTATION OR INDUCEMENT OF THE OTHER PARTY IN AGREEING TO THIS PROVISION AND THAT THEY FREELY, KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG), THE UNIFORM LAW ON THE SALE OF GOODS AND THE UNIFORM LAW ON THE FORMATION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

19. U.S. EXPORT CONTROL REGULATIONS : All Goods and/or Services sold to Buyer are subject to the export control laws of the United States and Buyer agrees not to re-sell or divert any Goods contrary to such laws.

20. RETURNED GOODS : Except as otherwise provided in Section 4 above with respect to warranty defects, no Goods may be returned to Baralan USA.

21. NO THIRD-PARTY RIGHTS : The Agreement creates no third-party rights between Baralan USA and/or any person other than Buyer, including but not limited to, any Subsequent Transferee. It is understood and agreed that, except for Baralan USA’s parents and affiliates, the parties hereto do not intend that any third party be a beneficiary of the Agreement.

22. NOTICES : Any and all notices provided for in the Agreement shall be sent in writing by registered or certified mail (return receipt requested) or sent by courier, confirmed by receipt to the following address:

If to Baralan USA:

Baralan USA, Inc. 120-19 89th Ave. Richmond Hill, NY 11418

If to Buyer: the address provided by Buyer to Baralan USA in any purchase order.

Such notice shall be deemed given upon confirmed receipt at the address of the party stated above, or at any other address specified by such party to the other party in writing, except that if deliver is refused or cannot be made for any reason, then such notice shall be deemed given on the third day after it is sent.

23. INJUNCTIVE RELIEF : Buyer acknowledges and agrees that breach by Buyer of the Agreement could cause irreparable harm to Baralan USA and/or its affiliates, for which monetary damages may be difficult to ascertain or may be an inadequate remedy. Buyer, therefore, agrees that Baralan USA and/or its affiliates shall have the right, in addition to any other rights or remedies available to it at law or in equity, to apply for injunctive relief in any court of competent jurisdiction for any breach or threatened breach of the Agreement without posting bond, or by posting bond at the lowest amount required by law.

24. BINDING ON SUCCESSORS AND ASSIGNS : The Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of each of Baralan USA and Buyer.

SALES GENERAL TERMS AND CONDITIONS 一般销售条款和条件

1. Applicability of the General Conditions of Sale

1. 一般销售 条款 的适用

These general conditions of sale ( “ Conditions ”) shall govern the sale of products (“ Goods ”)

本一般销售条款(“条款”)适用于以下双方之间的产品(“货物”)

and exclude any additional provision, agreement, term or condition, even if in practice, anterior or posterior, in written or verbal form that may come to exist between the Parties or originating from the Purchaser that could be deemed as a replacement to the Conditions, except in case the Vendor and Purchaser otherwise expressly agree in writing.

且不包括任何附加规定、协议、条款或条件，即使实际上的，在先或在后的，以书面或口头形式可能存在于双方的或源自买方可被视为替代本条款的规定、协议、条款或条件，　买卖双方以书面形式另行明确商定的除外。

2. Conclusion of Contract

2. 合同的订立

The sales contract between the Vendor and the Purchaser (“ Contract ”) is deemed to be concluded when the Purchaser who has made a purchase order or accepted an offer in relation to the Goods (“ Order ”), receives written confirmation of the order from the Vendor (hereafter “ Confirmation ”).

买方发出采购订单或接受有关货物的发盘（＂订单＂）后，收到卖方发出的对订单的书面确认 （以下简称“确认书”）， 视为买卖双方订立了销售合同。

3. Offers and Orders

3. 发盘和订单

3.1 Except where otherwise provided in written by the Vendor, any offer made by the Vendor to the Client in relation to the Goods (“ Offer ”) remain valid and binding for a maximum period of 5 calendar days from the day of such Offer, reserved the right of the Vendor to withdraw the Offer.

3.1 除非卖方另有书面规定，卖方发给买方的任何有关货物的发盘 （“发盘”）自发盘之日起最长五个公历日内有效且具有约束力， 卖方保留撤回该发盘的权利。

3.2 The Order of the Purchaser shall be deemed as irrevocable and shall therefore remain valid and binding for the Purchaser for a period of 10 calendar days from the moment in which such Order is received by the Vendor.

3.2 买方发出的订单应被视为不可撤销的，因此， 在卖方收到该订单的是个公历日内， 该订单仍然有效且对买方具有约束力。

3.3 Any requests to modify the Order shall be deemed refused if not expressly accepted in writing by the Vendor.

3.3 除非卖方以书面形式明确接受， 任何修改订单的请求应视为被拒绝。

4. Description, quality and specification of the Goods

4. 货物描述，质量和规格

4.1 The quantity, description and specifications of the Goods object of the Contract shall be exclusively those indicated in the Confirmation. Any samples, drawings, if any, descriptive documents, promotional material produced or edited by Baralan, as well as any description or illustration contained in catalogs or available on the Vendor’s website, to which the Purchase had access, shall be deemed solely as general representations with the sole purpose of indicating approximately the quality of the Goods.

4.1 合同货物标的的质量、说明和规格应在确认书中专门给予注明。 任何芭偌岚生产或编辑的样品、图纸（如果有），描述性文件、 宣传材料 以及 包含在卖方可以访问的网站的目录中的或有效的说明或插图均应仅被视为一般陈述，其唯一目的是表明货物的大致质量。

4.2 The Vendor shall be able to make any necessary or opportune amendments to the specifics, the design or the material of the Goods in order to make the Goods compliant with the requirements applicable from time to time in relation to the safety of the Goods, provided by law or regulations, as well as make modifications that do not compromise substantially the quality or function of the Goods. The Vendor shall communicate to the Purchaser those modifications in a reasonable timeframe.

4.2 为了使货物符合不时适用的与货物安全有关的要求， 卖方应能够对货物的明细、设计或材料做出必要或适当修改， 前提是应根据法律或法规的规定，并在不实质上损害货物的质量或功能的情况下做出修改。卖方应在合理的时间内将上述修改通知买方。

5. Price

5. 价格

5.1 The price of the sale of the Goods shall be the one indicated in the Confirmation (“ Price ”).

5.1 货物的销售价格应以确认书中注明的价格为准（“价格”）。

5.2 The Vendor shall have the right to modify, upon Confirmation, any price indicated in the Order. In such case, the Confirmation shall be considered impliedly accepted if the Purchaser does not express its refusal in writing within the next 10 calendar days following receipt of the Confirmation.

5.2 一经确认， 卖方有权修改订单中注明的任何价格。 在这种情况下， 如果买方未能在收到确认书接下来的十个公历日内以书面形式明确给予拒绝， 则应视为其已默认接受该确认书。

5.3 The cost of packaging, transportation, VAT and any other tax or fee shall be indicated in the Offer and/or in the Confirmation case by case. Any other un-mentioned fees that may apply to the Contract shall be borne by the Purchaser.

5.3 包装费、运输费、增值税和其他税费的承担应在报价和/或确认书中逐案注明。任何其他未提及的可能适用于本合同的费用应由买方承担。

5.4 In cases in which, in derogation of the previous provision, the Price is understood to include any applicable taxes and/or fees, and there is a variation to any custom taxes and/or duties, the Vendor shall charge the Purchaser for the increase suffered.

5.4在减损上述规定的情况下，若价格被理解为包括任何适用的税收和/或费用，且任何关税和/或关税有变动，则卖方应就所遭受的增加的支出向买方收取费用。

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6. Payment Conditions

6. 付款条件

6.1 The Purchaser shall pay the Price, in accordance with the invoice issued by the Vendor in relation to the Goods, prior to the delivery of the Goods or as otherwise provided by the Confirmation.

Unless otherwise agreed between the Parties in Confirmation, all payments shall be made in RMB currency.

6.1 买方应在货物交付前，根据卖方出具的有关货物的发票或根据确认书的其他规定支付价款。

除非双方在确认书中另有约定， 所有款项均应以人民币结算。

6.2 All payments made by the Purchaser in relation to the Contract shall be made to the bank account indicated by Baralan in the respective invoice.

6.2买方支付的与合同有关的所有款项都应支付到芭偌岚在相应的发票中指定的银行账户。

6.3 Unless otherwise specified in the Offer and/or in the Confirmation, Purchaser shall not set off, nor apply any detractions, deferments, terms or conditions to the payment.

6.3 除非在发盘和/或确认书中另有规定，买方不得对付款进行抵销或适用任何减损、延期、条款或条件。

6.4 The Purchaser shall not present objections aiming at avoiding or delaying the full payment of the Price.

6.4 买方不得为了避免或延迟全额支付价款提出异议。

6.5 Any default or delayed in payment from the Purchaser shall lead to the automatic application of default interest, reserved the Vendor’s right to be compensated for further damages.

6.5 若买方拖欠或延迟付款，将自动适用拖欠利息，卖方保留就进一步损害索赔的权利。

6.6 Except for otherwise provided by the Vendor, payments made by the Purchaser shall be considered, first, as interest and expenses sustained and, secondly, as payment for the invoices with the earliest expiry date, regardless of any different allocation attributed by the Purchaser.

6.6 除卖方另有规定外，无论买方对付款的分配如何不同，买方支付的款项应首先被视为利息和费用， 其次被视为对最早到期日的发票的付款。

7. Delivery of the Goods

7. 交货

7.1 Delivery place and the applicable incoterms shall be indicated in the Confirmation (“ Delivery ”).

7.1 交货地点和适用的国际贸易术语应在确认书中注明(“交付”)。

7.2 The Delivery of the Goods shall be made on the date agreed between the Parties and indicated in the Confirmation. Baralan shall make every reasonable effort to deliver the Goods in such date, in any case it being understood that the delivery term will not be considered as an essential term.

7.2 交货日期应由双方约定并在确认书中注明。 芭偌岚应尽一切合理努力在该日期交付货物，但无论如何双方理解该交货期限不应被视为必要期限。

7.3 The Purchaser is hereby obliged to take delivery of the Goods on the date agreed between the Parties and indicated in the Confirmation, preparing any document and/or necessary act to such ends. In case of omission or delay of the Purchaser, the Delivery shall in any case be considered made and the Vendor, without prejudice to any further rights or remedies pursuant to the law applicable or to these Conditions, shall, at its own discretion, store the Goods at its own establishment or organize for storage at a third party’s facility until the Purchaser actually takes the Delivery. The Purchaser shall be responsible for reimbursing the Vendor for the cost and expenses related to such storage, including, for example, costs and expenses for the storage and insurance.

7.3 买方在此有义务在双方约定并在确认书中指出的日期接收货物，并准备任何文件和/或为此目的采取必要行动。若买方未能或延迟接收货物， 在任何情况下均应视为交货已完成，且在不影响根据适用法律或本条款享有的任何其他权利或救济的情况下，卖方应自行决定将货物存放于其自己的设施或存放于第三方的设施，直至买方实际完成接收货物。

7.4 From the moment of the Delivery, the risks of damages or perishing of the Goods shall be sustained by the Purchaser.

7.4 自交付之日起，货物损坏或灭失的风险应由买方承担。

7.5 The Purchaser shall sustain any burden, risk and expense deriving from, or in connection with, the transportation and exportation of the Goods, including by way of example, but not limited to, expenses in connection with the issuance of licenses or authorization to export the Goods, the performance of any acts of compliance related to the safety of the Goods, expenses of inspections prior to the shipment of Goods.

7.5 买方应承担因货物运输和出口而产生的或与之有关的任何负担、风险和费用，举例而言，包括但不限于 与签发许可证或者授权出口货物有关的费用，履行货物安全有关的合规行为的履行费用，货物装运前的检验费用等。

8. Failure to collect the Goods

8. 未能提货

8.1 With reservation to the Vendor’s right to claim compensation for damages and/or termination of the Contract, the Vendor shall have the right to withdraw from the Order and/or the Contract and withhold, as compensation, the amounts paid by the Purchaser in case of failure to collect the Goods on the agreed date, as defined by the Confirmation, if 90 days have elapsed from the agreed date.

8.1 在保留卖方就损害赔偿及/或终止本合同要求赔偿的权利的情况下，若买方未能在确认书中规定的约定日期提货且距离约定日期超过九十天，卖方有权撤回订单及/或本合同，并保留买方已支付的金额作为赔偿。

8.2 The Purchaser shall indemnify and hold the Vendor harmless in relation to any charge, cost, expense, damage or loss directly or indirectly resulting from, or related to, the failure to collect the Goods.

8.2 买方应就因未能提货而直接或间接导致的或与之相关的任何费用、成本、支出、损害或损失向卖方赔偿并使卖方免受损害。

9. Defects or lack of Goods

9. 瑕疵或缺货

9.1 Without delay, upon receipt of the Goods, the Purchaser shall verify the quantity of the Goods delivered as well as their quality and conformity as per the technical specifications delivered and / or present on the Vendor’s website, in accordance with the MILITARY STANDARDS, and therefore on a statistical basis (by sample). The Purchaser shall report any eventual defects in the Goods delivered, by fax, registered letter or other means that enable a proof of receipt, to be sent within 10 calendar days of receipt of the Goods, together with appropriate proof of the defect, under penalty of loss of entitlement. Expired such term, no claim and/or legal action shall be brought against the Vendor.

9.1 一经收到货物，买方不得延误应根据交付的技术规格和/或卖方网站上提供的技术规格，验证交付的货物数量、质量和符合性，符合MILITARY STANDARDS。 因此，基于统计基础(通过抽样)，买方应在收到货物后的10个公历日内，通过传真、挂号信或其他能够提供收货证明的方式报告所交付货物的任何最终瑕疵，并提供相应的瑕疵证明。逾期，以丧失权利论处，不得向卖方提出任何索赔及/或采取法律行动。

9.2 Without prejudice to the terms provided by art. 9.1, Baralan shall not in any case be held responsible for any defect related to the lack of compatibility of the Goods with products, materials or accessories combined, added or in any case originating from the Purchaser.

9.2 在不影响第9.1条款规定的条件下。在任何情况下，芭偌岚不应对货物与买方组合的、添加的或在任何情况下源自买方的产品、材料或附件组合的不兼容相关的任何瑕疵负责。

10. Reservation of Property

10. 财产的保留

10.1 The ownership of the Goods remains in the hands of the Vendor until the effective and full payment of the Price and any further sum due to the Vendor under the Contract or these Conditions.

10.1 货物的所有权保留在卖方手中，直到买方有效并足额支付价款以及根据本合同或本条款应付给卖方的任何款项为止。

10.2 Until the ownership of the Goods is transferred to the Purchaser, the latter shall be required to (i) not sell, assign nor transfer the Goods to third parties or establish obligations on, or in relation to, the Goods; (ii) preserve the Goods in accordance with the custodian”s obligations and separately from any other good their own or of third parties in order to make the ownership of the Goods visible; (iii) where requested by the Vendor, to stipulate and maintain an insurance on the Goods against any type of risk, delivering a copy of the relevant policy if requested; and (iv) not to destroy, alter, modify or darken any trademark or other distinctive sign on, or relating to, the Goods.

10.2 在货物的所有权转移给买方之前，买方（i）不得将货物出售、让与或转让给第三方，也不得 确立对货物或与货物有关的义务； （ii）应按照保管人的义务保管货物，并将货物与他们自己的或第三方的任何其他货物分开保管，以使货物的所有权可见；（iii）若卖方要求，为货物规定并维持一份针对任何类型风险的保险，并在要求时提供一份相关保险单的副本； （iv）不得销毁、涂改、修改或涂黑货物上或与货物有关的商标或其他显著标志。

10.3 The Vendor shall have the right to request the restitution of the Goods of which payment has not been made, partially or in full.

10.3 卖主有权要求归还未付款之货品(包括部分或全部)。

10.4 In case of seizure or any other action of thirds parties, the Purchaser shall inform the Vendor without delay in order to allow the latter to oppose and protect its own rights.

10.4 如有第三方夺取财产或采取其它行动， 买方应立即通知卖方，以便后者进行反对并保护其自身权利。

10.5 Without prejudice to the above provisions, any risk related to the loss, perishing and/or deterioration of the Goods, as well as any damage deriving or connected to them, is of the responsibility of the Purchaser.

10.5 在不影响上述规定的情况下，与货物的损失、灭失和/或变质有关的任何风险，以及由此产生的或与之有关的任何损害，均由买方负责。

11. Guarantees and limitation of liability

11. 保证和责任限制

11.1 Baralan shall not release any guarantee, impliedly or explicitly, except if otherwise provided by the Contract and/or the present Conditions.

11.1 除非合同和/现有条款另有规定， 芭偌岚不得暗示或明示地解除任何保证。

11.2 Baralan shall be held responsible exclusively in case of fraud or gross negligence. In particular, the Vendor shall not be responsible for damages to goods or people, directly or indirectly, deriving or in connection to (i) the Goods, as well as the sale of supply of those; (ii) non-fulfillment of the Contract by the Vendor; and (iii) the use, alienation, assignment or transfer of the Goods to third parties as well any other products incorporated or linked to the Goods, by the Purchaser or third parties.

11.2 如果出现欺诈或重大过失，芭偌岚将承担全部责任。特别地， 卖方不应对因（i）商品的销售，以及这些商品的供应；（ii）卖方未履行合同以及（iii）买方或第三方使用、让与或转让货物以及与货物合并或关联的任何其他产品给第三方产生的或与之有关的货物或人员的损害担负直接或间接的责任。

12. Indemnification

12 赔偿

The Purchaser shall indemnify and hold harmless the Vendor in relation to any cost, claim, damage, request or loss of any kind deriving of, or in connection to, in part of in total (i) the non-fulfillment of Purchaser’s obligations under the Contract or the present Conditions; (ii) any modification or alteration to the Goods made without Baralan’s previous written consent and approval; (iii) defects of the Goods arising out of an omission of the Purchaser, its employees, representatives or person in charge, or third parties.

买方应全部或部分赔偿卖方因 （i）卖方未能履行其合同项下或现有条款下的义务；（ii）未经芭偌岚事先书面同意和批准，对货物做出任何修改或变更； （iii）由买方、买方雇员、代表或负责人或者第三方疏忽造成的货物缺陷而产生的或与之有关的任何费用、索赔、损害、请求或损失，并使其不受损害。

13. Force Majeure

13 不可抗力

13.1 The Parties shall not be held responsible for any omission or delayed performance of their own obligations pursuant to the Contract or the present Conditions when such omission or delayed performance has been cause by an event outside of their control, posterior and unforeseeable at the moment of the signing of the Contract such as, merely by way of example and not exhaustively, natural disasters, epidemics, fires, floods, wars, civil uprisings, riots, acts of terrorism, embargos, sabotage, accidents, labor disputes, strikes, or provisions of any public or governmental authority, whether local or national, including laws, ordinances, rules and regulations, be them valid or invalid.

13.1 根据本合同或现有条款，如果在合同双方签署合同时因超出双方控制的、在后的或不可预见的事件导致双方无法或延迟履行其合同义务，双方无需对其自身义务的不履行或延迟履行负责， 例如出现，仅举例来说，自然灾害、瘟疫、火灾、洪水、战争、民间起义、动乱、恐怖主义、禁运、蓄意破坏、事故、劳资纠纷、罢工或任何公共或政府当局的规定（不论地方或国家的），包括法律、条例、规章和条例，不论其有效或无效。

13.2 Baralan shall not be held responsible for any omission or delayed performance of its own obligations under the Contract or the present Conditions when any of the events mentioned in art. 13.1 above occurs with suppliers or third parties on which Baralan depends for the production and sale of the Goods.

13.2 如果上述条款13.1中提到的任何事件发生在芭偌岚依靠生产或销售货物的供应商或第三方， 则芭偌岚不应对其未能或延迟履行其在合同项下或现有条款下的义务负责。

13.3 The party intending to invoke a case of force majeure shall inform the other party of the occurrence of such event and its effects on their ability to perform the Contract. The parties shall meet to take the necessary actions to avoid or mitigate the effects of the said event.

13.3 拟援引不可抗力事件的一方应将不可抗力事件的发生及其对其履行合同能力的影响通知另一方。 双方应采取必要的行动，以避免或减轻上述事件的影响。

13.4 Whenever the event of force majeure lasts for more than 3 months, each party shall have the right to terminate the Contract without being subject to further responsibility.

13.4 如不可抗力事件持续超过3个月，双方均有权解除合同而无须承担进一步责任。

14. Intellectual Property

14 知识产权

14.1 The Purchaser acknowledges and expressly recognizes that the trademarks, distinctive signs, logos and/or other designations that distinguish the Goods, as well as the models and designs, copyright, trade secrets and/or any other industrial/intellectual property right that is pertaining to the Goods themselves (“ IP Rights ”) are solely owned by Baralan and/or its affiliated companies.

14.1 买方承认并明确认可用于区分货物的商标、显著标志、徽标和/或其他标识，以及模型和设计、版权、商业秘密和/或任何其他工业/知识产权 与货物本身相关的知识产权(“知识产权”)完全由芭偌岚和/或其关联公司所有。

14.2 The IP Rights are property of the Vendor and/or of affiliated companies or companies controlled by the Vendor. Therefore, the Purchaser undertakes not to use such IP Rights without having obtained authorization from the Vendor, and in any case not to act in violation of the same.

14.2 知识产权为卖方和/或关联公司或由卖方控制的公司的财产。因此，买方承诺在未获得卖方授权的情况下不使用该等知识产权，并在任何情况下不违反同样的规定。

15. Assignment

15 让与

The Purchaser shall not, in any case, assign the Contract, nor any of the rights or obligations therein deriving, to third parties, except upon written consent of the Vendor.

在任何情况下，除非得到卖方的书面同意，买方不得将本合同及合同中产生的任何权利或义务让与第三方。

16. Express termination clause

16 明示终止条款

16.1 Without prejudice to any wider rights deriving from these General Conditions and/or the law, The Vendor shall have the right to terminate the Contract, upon written communication presented to the Purchaser, (i) whenever the Purchaser fails to collect the Goods upon the expiration of 6-month period after the agreed date for Delivery, in accordance with art. 7.3 above; (ii) whenever the Purchaser without prejudice to art. 6.5 and 10.1 above, does not pay for the Goods within 15 days from the agreed date for Delivery; (iii) whenever the Purchaser does not fulfill its obligation pursuant to art. 14 and/or 15 above; and (iv) whenever the Purchaser or its personnel or any third party involved in the performance of this Contract violate the requirements applicable to them.

16.1 在不影响本一般条款及/或法律所赋予的更广泛权利的情况下，卖方有权在向买方提交书面通知后终止本合同，（i）如果买方在按照上述条款7.3规定的交货日期后6个月期间内未能提货；（ii）如果在不影响上述条款6.5 和条款10.1的情况下， 买方未能在约定的交货日期的十五天内支付货款；（iii）如果买方未能按照上述条款14或条款履行其义务；（iv）如果买方或其人员或参与本合同履行的任何第三方违反适用于他们的要求； 卖方有权终止本合同。

16.2 With reservation to the Vendor’s right to claim compensation for further damages, in any of the cases provided by clause 16.1 above, the Purchaser shall pay the Vendor, by way of penalties an amount equal to 5 % of the value of the Contract, in addition to the costs sustained for the disposal of the Goods.

16.2 在上述条款16.1规定的任何情况下，卖方保留要求进一步损害赔偿的权利. 除处理货物的费用外，买方应向卖方支付相当于合同价值5%的罚款。

17. Applicable Law and competent jurisdiction

17 适用法律和管辖权

17.1 The present Conditions, as well as any Order, Confirmation or Contract stipulated pursuant to the present Conditions, are subject to the PRC Law.

17.1 本条款以及根据本条款所规定的任何订单、确认书或合同均适用中华人民共和国法律。

17.2 Any disputes that may arise in relation or in connection to the present Conditions, as well as any Order, Confirmation or Contract stipulated pursuant to the present Conditions, shall be submitted and resolved by the Court where the Baralan is located.

17.2 任何由本条款以及根据本条款规定的任何订单、确认书或合同产生的或与之有关的争议， 均应提交并由芭偌岚所在地的法院解决。

18. Language of the Conditions

18 语言与条款

These Conditions are drawn up and executed in the Chinese and in English language. In the event of any conflict or inconsistency between the Chinese and English text, the English text solely shall prevail.

本条件以中文和英文拟定并执行。如果中英文文本有任何冲突或不一致，应以英文文本为准。

After having been informed of the present Conditions, specifically agrees in writing to art. 1 (Applicability of the general conditions of sale), 3 (Offers and Order), 4 (Description, quality and specifications of the Goods), 5 (Price), 6 (Payment Conditions), 7 (Delivery of the Goods), 8 (Failure to collect the Goods), 9 (Defects or lack of Goods), 10 (Reservation of Property), 11 (Guarantees and limitation of liability), 12 (Indemnification), 13 (Force Majeure), 14 (Intellectual Property), 15 (Assignment), 16 (Express termination clause), 17 (Applicable Law and competent jurisdiction), 18 (Language of the Conditions).

在获悉本条款后、 特别以书面形式同意：条款1（一般销售条款的适用）、条款3（发盘和订单）、 条款4（货物描述、质量和规格）、 条款5 （价格）、 条款6 （付款条件）、 条款7 （交货）、 条款8 （未能提货）、 条款9 （瑕疵和缺货）、 条款10 （财产保留）、 条款11 （保证和有限责任）、 条款12 （赔偿）、 条款13 （不可抗力）、 条款14 （知识产权）、 条款15 （让与）、 条款16 （表达终止条款）、 条款17 （适用法律和管辖权）和条款18 （语言与条款）。