General Terms of Sale

1. Effectiveness applies

1.1 These Terms and Conditions of Sale (hereinafter referred to as the Terms), attachments or any sales documents referring to these terms and supplementary terms constitute the entire agreement between Taizhou Baijia Biotechnology Co., LTD or its affiliates (hereinafter referred to as the Seller) and the Buyer for the sale and purchase of the products and services set forth in the sales Documents. "Sales Documents" means any documents provided by seller in the course of sale, including but not limited to quotations, bills, documents confirming, approving or accepting orders (hereinafter referred to as order confirmations) and shipping documents.

1.2 The agreement between the Seller and the Buyer shall be formed when the Seller confirms, approves or starts to perform the Buyer's order. Buyer shall not modify or cancel this Agreement without seller's written consent, and any such modification or cancellation shall be subject to payment to Seller of the specific costs incurred therefrom.

1.3 This Clause takes precedence over any buyer's clause. Performance of buyer's Order shall not constitute acceptance of any of Buyer's terms and shall not be deemed an amendment or variation of these terms.

2. Delivery and performance

2.1 The delivery date provided by the Seller is not binding and the Seller shall not be liable for any delay, loss or damage in transit caused by force majeure.

2.2 Unless otherwise agreed in writing, the products shall be packed and shipped in seller's standard manner and ownership of the products shall pass to buyer upon arrival at destination.

2.3 Seller reserves the right in its sole discretion to allocate supply to any customer (including Seller's affiliates and Distributors) for specific Products without liability for any failure to perform as a result.

3. Product use

3.1 The Buyer shall comply with all instructions, restrictions, specifications, instructions or conditions of use and restrictions provided by the Seller, including but not limited to product data, product information, restricted use information and labels (hereinafter referred to as "use documents"), and correctly test and use them.

3.2 Buyer acknowledges that the Products have not been tested for safety and efficacy for food, pharmaceutical, medical device, cosmetic, commercial or any other use, unless otherwise specified in the Documentation of use. Buyer is required to obtain on its own any necessary intellectual property licenses for use of the Products, comply with relevant regulatory requirements and industry standards, and conduct necessary tests and certifications.

3.3 if applicable use file shows that the products are for research purposes only and the sale, the buyer shall not receive any express or implied authority for and use of the products such as for any other purpose, including but not limited to, for in vitro diagnostic purposes, for human or animal food, drugs, medical devices or cosmetics, or used for commercial purposes. Buyer shall not market, distribute, resell or export the Products for any purpose except as otherwise agreed in writing by Seller.

4. Inspection and rejection

4.1 The Buyer shall inspect the products no later than five (5) days after receipt of the goods (hereinafter referred to as the inspection period). If the Buyer fails to inform the Seller in writing of any nonconforming products and provide evidence or other documents within the inspection period, the buyer shall be deemed to have accepted the products received as qualified. "Nonconforming Product" means only the product delivered or the quantity not conforming to the order confirmation.

4.2 The Seller may, at its sole discretion, replace the unqualified products or refund the payment for the unqualified products, if the Buyer notifies the buyer within the inspection period and accepts and agrees with the buyer. The Seller reserves the right to inspect the products.

5. Price payment

5.1 The Buyer shall purchase the Products at the price determined by the Seller, including but not limited to the price listed in the quotation or the open price list. If the price of the product increases before shipment, the Buyer agrees that the Seller will bill the Buyer for the increased price.

5.2 All prices exclude all sales taxes, use taxes, special excise taxes, duties, import taxes, customs levies and any other similar taxes or charges of any kind imposed by any government authority in connection with any amounts payable by buyer. The buyer shall be responsible for all such taxes and charges.

5.3 Unless otherwise agreed in the order, the Buyer shall, within thirty (30) days from the invoice date, pay all bills to the bank account designated by the Seller. Otherwise, without prejudice to the seller's other rights, the Seller shall have the right to adjust the inventory or delivery schedule, or cancel the order directly.

5.4 The Buyer shall calculate the interest on deferred payment on a daily basis at the rate of eight percent (8%) per annum. Buyer shall indemnify Seller for all costs, including but not limited to attorney's fees, incurred in collecting any late payment. In addition to all other remedies available under these Terms or law, Seller may delay or cancel delivery of the Products without notice to Buyer and may, in its sole discretion, vary the payment term for any non-delivered Products.

6. Limited warranty

6.1 the seller warrants that the products will conform to the seller's published specifications for the shorter of the following periods :(a) one year from the date of shipment of the products; Or (b) the remaining shelf life or expiration date of the product.

6.2 The Seller warrants that it will perform its obligations in accordance with usual industry standards. Any claim for breach of seller's obligations under this article shall be filed within 30 days of performance of the obligations.

6.3 Except for the above warranties, Seller makes no warranties of any kind, including warranties of merchantability and fitness for a particular purpose, regarding the products, services or any technical assistance or information provided by seller. No recommendation by Seller as to the use, application or fitness of the Products shall be construed as warranties, express or implied.

6.4 the above limited warranty shall not be applicable under certain circumstances provided that :(a) the buyer immediately notifies the seller in writing of the defect upon discovery; (b) The Seller shall have the right to inspect the relevant products and services; And (c) Product defects verified by seller.

6.5 the seller shall not be liable for any warranty and the buyer shall not claim for compensation under the following circumstances :(a) the buyer fails to comply with the usage documents; (b) Misuse, negligence or misconduct by the buyer; (c) Accidental or storage-related loss; (d) Defects due to normal loss or normal characteristics of the product; (e) failure of equipment and instruments; (f) Weather or environmental causes such as vandalism, floods or fires; (g) Modifications or other tests carried out by the Buyer; Or (h) use the product beyond the shelf life or expiration date specified in the applicable documentation.

7. The product is returned

7.1 The Buyer shall not return the products without the prior written consent of the Seller. All returns must be in accordance with the seller's instructions. For returns caused by the Buyer, the Seller has the right to charge 20% of the value of the goods for inventory rebuilding (less than RMB 200 will be charged RMB 200).

7.2 Specific products (e.g. refrigerated or frozen products; Custom products or special orders) shall not be returned under any circumstances without the consent of the Seller. Title to returned products shall pass to Seller upon acceptance at seller's designated facility. Any returned product must be in its original packaging, with its original label and with no change in appearance or content.

8. Limitation of liability

8.1 The Buyer shall bear all risks and liabilities for any loss, damage or injury to the personnel or property of the Buyer or other parties arising out of or in connection with the transportation, storage, sale or use of the Products. Buyer shall indemnify and hold Seller, its affiliates, their respective agents, employees and representatives harmless from and against all claims, damages, losses, expenses and expenses (including attorneys' fees). In case the seller for the fulfillment of their obligations by the buyer, its agents or distribution of any act or omission, hindered or delayed, the seller shall not be considered as a violation of its obligations or otherwise be regarded as the buyer or other parties undertake or suffer, directly or indirectly, due to the blocked or any expenses or losses resulting from delay and accept responsibility.

8.2 Unless expressly provided otherwise, seller shall not indemnify or be liable to Buyer or any person or entity on any theory of liability, including but not limited to warranty, negligence or strict liability. Seller shall not be liable for incidental, causal, indirect, punitive or special damages of any kind, including but not limited to loss of use, loss of work in process, loss of revenue or profit, cost of replacement equipment, facilities or services or any liability of Buyer to third parties. Seller's total liability under this section shall not exceed the purchase price of the product or service or the license fee for the software.

9. Legal compliance

Buyer shall comply with all applicable laws, regulations and decrees, including but not limited to those relating to export control, pharmaceutical, cosmetic and food products, electrical or electronic waste, introduction or production and use of chemical substances, controlled chemicals (e.g. Regulations on the Administration of Controlled and Controlled Chemicals, Regulations on the Administration of Precursor Chemicals, Regulations on the Administration of Pesticides, Regulations on the Administration of Narcotic Drugs and Psychotropic Substances, Regulations on the Safety administration of Hazardous Chemicals, etc. Buyer shall maintain the validity of all necessary licenses, permits, authorizations, consents and approvals.

10. Termination

Seller may terminate this agreement by immediate written notice to buyer if :(a) payment is not made when due; (2) Failure to perform or comply with this Article; Or (c) become insolvent or have entered into proceedings relating to bankruptcy, receivership, reorganization or transfer.

11. Obligation of confidentiality

All non-public, confidential or proprietary information disclosed by seller to Buyer, including but not limited to specifications, samples, styles, schemes, drawings, documents, data, operations, customer lists, pricing, discounts or offers, whether orally disclosed or disclosed or obtained in writing, electronically or by other means or media, And whether or not indicated, designated or otherwise identified as "confidential" shall be confidential, and buyer shall not disclose or use such confidential Information for its own purposes, including, without limitation, by disclosing or filing patent applications based on such confidential Information, except with seller's prior written authorization.

The Buyer shall, upon request, immediately return or destroy all documents and other materials received from the Seller. The Seller shall have the right to apply for an injunction for any breach of this section.

12. Force Majeure

If performance is prevented or delayed by force majeure events, to the extent affected, neither party shall constitute a breach of any of its obligations under this Agreement (other than payment obligations). "Force Majeure event" shall include any event beyond the reasonable control of either party, including but not limited to: natural disaster (e.g. flood, earthquake or storm); Acts of war or terrorism; Civil unrest or insurrection, infectious or epidemic diseases (e.g., COVID-19); Fire or explosion; Labour unrest or strikes; Laws, regulations, decrees or orders of any government, regulatory or judicial authority; The embargo. Equipment failure; Failure of public facilities or public transport.