The Terms & Conditions set forth below govern the sale SBI Shanghai Inc. or any of its subsidiaries or affiliates (collectively, “SBI”) of any goods (the “Products”) and are exclusive of any additional or contrary provisions contained in any purchase order or other communication from the undersigned customer (“Customer”) or any third party. Any inconsistency or conflict between the provisions of these Terms & Conditions and the provision set forth in any purchase order submitted by Customer or in any other document or agreement between Customer and SBI shall be resolved in favor of these Terms & Conditions.

1.        AGREEMENT. If Customer has not otherwise agreed to these Terms & Conditions, Customer’s acceptance of delivery of, payment for, or use of the Products will constitute Customer’s agreement to these Terms & Conditions.

2.       PAYMENT TERMS. Customer shall remit payment to SBI within the terms stated on the invoice for each shipment of Products. If Customer contends in good faith that any invoice is incorrect, Customer must so notify SBI within 7 days after receipt of the invoice. If Customer does not so notify SBI, Customer forever waives the right to further dispute the accuracy of the invoice. Any payment not made when due shall accrue a late charge of 1.5% per month or, if lower, the maximum rate permitted by law. Customer shall reimburse SBI for any expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or enforcing its rights hereunder.

3.       DELIVERY AND RISK OF LOSS. When delivery terms are EXW SBI’s warehouse or other point of origin, SBI shall have no further responsibility for the Products, and all risk of damage to or loss or delay of the Products shall pass to Customer. When delivery terms are DDP, SBI shall have the right to determine the method of shipment and routing of the Products, unless otherwise specified by Customer. Without SBI’s consent in writing, Customer shall pay such delivery charges as SBI may establish from time to time, which will be included on Customer’s invoice. Delivery in a manner directed by Customer shall be at Customer’s sole cost and expense. SBI shall not be liable for damages caused by delays in shipping or delivery for any reason whatsoever. Delay in the delivery of the Products shall not relieve Customer from the obligation to accept and pay for such Products.

4.       RECEIVING GOODS. Upon receiving the goods, the Customer shall immediately check for obvious damages or shortages. Damages and shortages need to be reported in writing to the 3rd party logistics provider and acknowledged. Failing to do will limit the options for compensation. The goods shall be inspected in more detail within 48 hours of arrival. Missing Chinese labels or wrongly labeled products need to be reported within 48 hours, so new labels can be sent. After this period, the Customer is responsible for the product and correct labeling. SBI shall not be liable for damages caused for any reason whatsoever.

5.       RETURNS. Orders accepted by Customer cannot be cancelled or returned, except with the prior written consent from SBI and upon terms that will indemnify SBI against all losses resulting therefrom, including loss of profits.

6.       EXCLUSION OF WARRANTIES. SBI makes no warranties, expressed or implied, relating to the products, including, without limitations, warranties of merchantability or fitness for a particular purpose.

7.       LIMITATIONS ON DAMAGES. SBI shall not be liable to Customer for any incidental, consequential, special or punitive damages relating to the Products and/or these Terms & Conditions whether liability is asserted in contract, tort or otherwise and irrespective of whether Customer has been advised of the possibility of any such loss or damage.

8.       FORCE MAJEURE. SBI shall not be liable for any delays in delivery, or for non-delivery or nonperformance, in whole or in part, caused by the occurrence of any contingency beyond the control of either SBI or suppliers of SBI. The existence of any such cause or causes of delay shall extend the time of performance by the time or times measured by any such cause or causes of delay.

9.       SOLVENCY. Customer represents to SBI that Customer is able to pay its obligations in the ordinary course of business.

10.      INDEMNITY. Customer will defend, indemnify and hold harmless SBI from and against all damages, losses, claims and expenses, including attorneys’ fees, incurred by SBI as a result of any breach by Customer of any of its obligations under these Terms & Conditions.

11.       APPLICABLE LAW. These Terms & Conditions shall be governed by the laws of the P.R. China. With respect to any dispute or claim arising hereunder.

12.      MODIFICATION; WAIVER. No amendment to these Terms & Conditions will be effective unless it is in writing and signed by both parties.

13.      SEVERABILITY. If any provision hereof shall be determined to be illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby.